Amendment No. 5 to Form S-1

Title of Each Class

of Securities To Be Registered

Proposed Maximum

Aggregate Offering
Price(1)(2)

Amount of
Registration
Fee(3)

Common Stock, par value $0.01

$200,000,000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

We are selling shares of our common stock. We have granted the underwriters an option to purchase up to additional shares of common stock to cover over-allotments.

This is the initial public offering of our common stock. We currently expect the initial public offering price to be between $ and $ per share. We have applied to have the common stock listed on the New York Stock Exchange under the symbol “PNA.”

Investing in our common stock involves risks. See “ Risk Factors” beginning on page 14.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus before making an investment decision. This prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the “Risk Factors” and other sections of this prospectus. The terms “we,” “us,” “our,” “the Company” and “PNAG Holding” refer to PNA Group Holding Corporation and its subsidiaries, unless the context otherwise requires. The term “PNA Intermediate” refers to PNA Intermediate Holding Corporation, a direct wholly owned subsidiary of PNAG Holding. The term “PNA” refers to PNA Group, Inc., a direct wholly owned subsidiary of PNA Intermediate. “Platinum” refers to Platinum Equity Capital Partners, our sole stockholder, and its affiliated entities, and “Platinum Advisors” refers to Platinum Equity Advisors, LLC. Unless the context otherwise requires, information in this prospectus identified as “pro forma as adjusted” gives effect to the PNA Intermediate Offering and the use of proceeds therefrom, the Real Estate Transfer, the Services Agreement Amendment (each as defined herein), the issuance of our common stock offered hereby, which we refer to as the “offering,” and the use of the proceeds from the offering as provided herein. For purposes of arriving at our results for the year ended December 31, 2006, we combined the results of PNAG Holding and its consolidated subsidiaries for the period May 10, 2006 to December 31, 2006 and the results of PNA and its consolidated subsidiaries for the period January 1, 2006 to May 9, 2006.

Our Company

We are a leading national steel service center group that distributes steel products and provides value-added steel processing services to our customer base, which is largely comprised of fabricators and original equipment manufacturers across a diversified group of industries, including the (i) infrastructure, institutional, industrial and commercial construction, (ii) machinery and equipment manufacturing, (iii) oil and gas, (iv) telecommunications and (v) utilities markets. We distribute a variety of steel products, including a full line of structural and long products, plate, flat rolled coil, tubulars and sheet, and we also perform a variety of value-added processing services for our customers. During 2007, we served more than 7,750 customers and we believe we are a crucial part of our customers’ supply chains, providing steel distribution and processing services that steel producers are typically not equipped or willing to undertake for end-users. Using sophisticated inventory and distribution information systems developed specifically for the steel service center industry, we provide just-in-time delivery to many of our customers, which enables them to manage their working capital costs better. Our steel service center facilities are strategically located in high density or high population growth areas in the United States, which puts us in a position to take advantage of growing markets and market trends. For the year ended December 31, 2007, we had net sales of approximately $1.6 billion and net income of approximately $13.3 million.

We intend to opportunistically pursue strategic acquisitions that will increase our scale, grow our market share of value-added products and expand our business. For example, with the consummation of the acquisitions of (i) Metals Supply Company, Ltd., or MSC, a leading structural steel service center and distributor in the Gulf Coast region of the United States, (ii) Precision Flamecutting & Steel, L.P., or Precision Flamecutting, a Texas-based service center engaged in the processing and distribution of carbon, alloy, high strength, low alloy, or HSLA, and steel plate and (iii) Sugar Steel Corporation and its affiliate, S&S Steel Warehouse, Inc. (together referred to herein as Sugar Steel), a Chicago-based general line service center, we now operate 23 steel service centers nationally, as well as manage five joint ventures that operate a total of seven service centers.

Our business is organized into two reportable segments: Long Products and Plate, or Long Products, and Flat Rolled Products, or Flat Rolled:

Long Products and Plate Segment (73.2% of 2007 net sales). Our Long Products segment operates 18 facilities throughout the Southwest, New England, Mid-Atlantic, Midwest and Southeast regions of the United States. This segment distributes structural beams, tubing, plates, pipes, channels, angles, flats, rounds, reinforcing and merchant bar, bar grating and floor plate. Through our Long Products segment, we also provide value-added steel processing capabilities that include saw-cutting, T-splitting, cambering, high speed drilling and tapping, plate bending, shearing, punching, grinding, ultrasonic testing, plasma and oxy-fuel plate burning with full computer-aided design and drafting capabilities. We market these products and services under six regional brands: Infra-Metals, Delta Steel, Metals Supply Company, Smith Pipe & Steel, Precision Flamecutting and Sugar Steel. The major markets served by our Long Products segment, representing more than half of 2007 segment sales, are the infrastructure, institutional, industrial and commercial construction markets. The other major markets served by this segment include ship and barge building, railcar manufacturing, metal building fabrication, oil and gas, telecommunications and utilities. Our ability to identify niche market opportunities has allowed us to increase our value-added services and broaden our customer base as evidenced by our acquisitions of MSC, Precision Flamecutting and Sugar Steel. In addition, we have established and grown our presence in providing steel monopoles to the telecommunications and utility transmission markets, both of which are expanding markets. Two of our facilities in Texas operate 60-foot, 2,200-ton Pullmax press brakes to produce a significant portion of the steel monopoles used in telecommunications towers and utilities transmission towers in these markets.

Flat Rolled Products Segment (26.8% of 2007 net sales). Our Flat Rolled segment operates five facilities located in the Midwest, the South and California, as well as seven joint venture facilities. The Flat Rolled segment offers hot rolled, hot rolled pickled and oiled, cold rolled and galvanized and other coated coil and sheet products. Virtually all of the steel sold by the Flat Rolled facilities receives value-added processing such as temper-passing, leveling, slitting, pickling and brush cleaning (sheet cleaning system). Through this segment, we also perform tolling, where we process customer-owned steel for a fee, without taking either title to the inventory or the associated price risk of the steel. We market these products and services under our Feralloy brand. Customers include metal building manufacturers and original equipment manufacturers in the machinery, tank, railcar, agricultural and construction industries.

Industry Overview

Steel service centers operate as intermediaries between primary steel producers and end-users, which typically include fabricators, who require smaller quantities of more highly customized products delivered on a just-in-time basis, and original equipment manufacturers who, although they use higher quantities of products, demand specialized processing that steel producers do not typically offer. Due to smaller purchase sizes or a need for specialized processing, producers historically have not dealt directly with such end-users. By purchasing large quantities of steel from producers, steel service centers are able to take advantage of producer economies of scale resulting in lower costs of materials purchased. Because steel service centers purchase steel from a number of primary producers, they can maintain a consistent supply of various types of steel used by their customers. In turn, steel service centers allow customers to lower their inventory levels, decrease the time between the placement of an order and receipt of materials and reduce internal expenses, thereby helping these customers to manage their working capital in an efficient manner. However, unlike pure distributors that buy standard grades of steel in bulk from producers and resell them in smaller quantities to local end-users, steel service centers also engage in a variety of value-added processing operations, such as cutting, shaping or treating steel to particular customer specifications.

service center industry remains highly fragmented, with over 500 companies operating in North America, based on internal Company estimates. Competition is based in large part on quality, price and the ability to provide value-added services such as cutting, shaping or treating steel as well as working capital management and just-in-time delivery. Accordingly, the capital requirements (in terms of inventory levels and requisite machinery and working capital) needed to become a successful metal service center are a significant barrier to entry into the industry. Additionally, due to the geographic nature of the business, our experience indicates that customers are usually located within approximately 250 miles of the service center or distributor, as transportation costs can make up a substantial portion of the cost to the customer. The geographic nature of the business also means that local supply and demand shape the competitive landscape, with each service center having its own set of regional competitors.

Our Strengths

We believe that a combination of our size and scale, our established position in the industry, the types of value-added services we offer, and our ability to carry significant amounts of inventory gives us an advantage over both our existing and potential competitors. Our strong competitive position in each of our markets is a result of numerous factors, including the following:

Leading Market Share Positions

We are one of the leading steel service center operators by volume in the United States, with 2007 annual volume of 2.5 million tons. According to Purchasing magazine’s May 2008 issue, we are the 10th largest service center in North America. Our steel service center facilities are located in high density or high population growth areas in the United States, including New England, the Mid-Atlantic, the Midwest, the Southeast and the Southwest, and we believe that in many cases our steel service centers are the number one or number two market share leaders in their respective geographic markets.

Demonstrated Ability to Grow Our Business

In May 2006 we completed the acquisition of MSC, or the MSC Acquisition, which, on a pro forma basis, added $28 million to our 2006 EBITDA and gave us a significant market share position in structural products in the southwestern United States. Since then, we have continued to actively identify targets for our acquisition pipeline, which due to industry trends toward consolidation has never been stronger. This allows us to be highly selective in pursuing potential acquisitions. In December 2007 and March 2008, we completed the acquisitions of Precision Flamecutting and Sugar Steel, respectively, which enhanced our structural and plate capabilities and market share.

Additionally, we continually monitor and evaluate important organic growth opportunities. We have recently begun several expansion projects to increase capacity at certain of our facilities and we expect to complete these expansions in middle to late 2008. We are also in the process of building two new facilities, one each by Infra-Metals and MSC. Our blast paint facility in Morgan City, Louisiana has given us access to the Gulf Coast shipbuilding industry. Our ability to add key machinery and equipment at our current facilities, such as the installations of 60-foot, 2,200-ton Pullmax hydraulic press brakes at our Houston and Fort Worth facilities, has allowed us to penetrate the niche market for steel monopoles used in telecommunications and utilities markets. Furthermore, our installation of a recoiler at the Portland, Oregon facility of one of our joint ventures has enabled us to participate in the 1,300 mile “Rockies Express” natural gas pipeline project.

Our substantial indebtedness may, however, significantly limit our ability to grow our business, both due to the amount of such indebtedness and the restrictive covenants contained therein. As of March 31, 2008, our indebtedness, represented by the Senior Floating Rate Toggle Notes due 2013 issued by PNA Intermediate (net

of unamortized portion of original issue discount), or the Floating Rate Notes, the 10³/4% Senior Notes due 2016 issued by PNA, or the PNA Notes, the Preussag Seller Note (as defined herein) and borrowings under PNA’s senior secured credit facility was approximately $729.7 million, with $48.9 million of non-recourse real estate mortgage debt at the Real Estate Subsidiaries (as defined herein).

Broad Product Offering in Multiple High-Growth Markets

We offer an extensive portfolio of steel products, including beams, square and rectangular tubing, channels, angles, flats, rounds, reinforcing bar, plates and floor plates, sheets, and flat rolled products such as hot, cold rolled and galvanized coil. Our extensive line of products enables us to serve high-growth end markets such as infrastructure and industrial construction, oil and gas, telecommunications and industrial transmission markets, ship and barge building, railcar manufacturing and equipment manufacturers, while having very little exposure to the automotive or residential construction markets. The varied markets of our customers and the geographic diversity of our facilities enable us generally to weather fluctuations in economic patterns in any particular end market or region within the United States.

Exceptional Service to Large, Diversified Customer Base

We believe that our exceptional service, quality processing, reliability and broad product offering have enabled us to develop long-term relationships with a large, diverse and loyal customer base. During 2007, we shipped products to over 7,750 customers with an average invoice size of approximately $4,200. Our facilities are strategically located within 250 miles of the majority of our customers, which combined with our inventory handling capabilities, enables us to provide rapid delivery to an increasing percentage of customers who demand just-in-time delivery while limiting freight costs.

State-of-the-Art Facilities with Value-Added Processing Capabilities

We operate state-of-the art processing facilities that enable us to provide highly efficient and value-added steel processing services to our customers. Since 1997, we have invested approximately $120 million to modernize our operations, including approximately $7.5 million in the first quarter of 2008, closing eight outdated facilities and substantially expanding or opening nine facilities, thereby positioning us to enjoy solid organic growth. This modernization resulted in increased operating efficiency, which we believe gives us a cost advantage over many of our competitors.

Our facilities provide us with significant advantages over competitors who lack financial resources to invest in newer facilities. Such competitive advantages include newer equipment that reduces processing time and labor costs, efficient floor layouts tailored to specific products that improve process flow, and locations situated outside of congested urban areas that allow for easier and faster access by trucks. We believe that our 2007 average sales per facility of $77.7 million compares very favorably with our industry peers. Our facilities are also equipped to handle several modes of transportation including truck, rail and barge, and many facilities are in close proximity to deep water ports. Shipping by rail or barge significantly lowers freight costs. Nearly all of our facilities have processing capabilities such as slitting, cut-to-length, tempering, drilling, sawing, press braking, blasting, painting, oxy-fuel and high definition plasma cutting, enabling us to perform value-added processing on 20% of our Long Products and 98% of our Flat Rolled Products in 2007.

Strong Vendor and Joint Venture Partner Relationships

discounts and maintain access to critical steel inventory in periods of tight supply. We have further solidified our relationships with vendors through our joint venture arrangements with a number of major steel producers. We have formed our current joint ventures with steel mills through the mutual provision of capital resources, with PNA managing the operations. The steel producers provide the majority of our joint venture business volume, on a tolling basis, which eliminates any inventory risk. Two of these joint venture facilities are located on supplier campuses, an indication of how closely we are integrated with our suppliers. We will seek to increase the number of our joint venture arrangements in order to further develop our relationships with suppliers and benefit from the increased sales volume.

Experienced Management Team

Members of our senior management team have an average of 34 years of experience in the steel industry and an average of 14 years of service with our company. They have successfully developed the Company into one of North America’s leading steel service centers by identifying and implementing value-added processing opportunities, reducing operating expenses, improving working capital management and closing select facilities.

Our Strategy

We intend to continue to increase our net sales and profitability through the following strategies:

Organic Growth through Further Expansion into High-Growth End Markets

We aim to grow organically by expanding geographically and adding new value-added services in high-growth end markets. An example of our geographic growth includes the establishment of our Marseilles, Illinois, facility, which has enabled us to service the large concentration of structural steel fabricators in the commercial and industrial construction market in the Midwest. We also built a facility in Petersburg, Virginia on the campus of one of our suppliers, Gerdau Ameristeel, to expand our customer base in the Mid-Atlantic, and have now established a significant customer base among structural steel fabricators in commercial and industrial construction markets as well as the rail car market in this region. In order to penetrate the growing Gulf Coast shipbuilding industry, we built a 65,000 square foot facility in Morgan City, Louisiana, which provides blasting and painting processing capabilities demanded by that industry. Going forward, we plan to (i) build two new facilities, one each by Infra-Metals and MSC and (ii) increase capacity at certain of our facilities, including multiple additional expansion projects that are expected to increase our capacity beginning in middle to late 2008. Through our installation of a recoiler at the Portland, Oregon facility of one of our joint ventures, we were able to participate in the 1,300 mile “Rockies Express” natural gas pipeline project. We are continually seeking out other opportunities for growth along geographic and product lines.

Strategic Growth through Acquisitions

In addition to the organic growth objectives outlined above, we plan to continue our growth through acquisitions within the steel service center industry in order to expand our customer base and increase market share. We constantly seek to identify suitable acquisition opportunities that would allow us to expand our current product offering, end markets and geographic presence to strengthen our positioning as a leading steel service center. In our opinion, the highly fragmented nature of our industry provides many opportunities for strategic acquisitions. For example, our acquisitions of MSC and Sugar Steel increased the breadth of structural beams in our product offering, which has allowed us to occupy and better serve a greater portion of the infrastructure, institutional, industrial and commercial construction markets in the Southwest and the Midwest. In addition, our recent acquisition of Precision Flamecutting provides us the opportunity to broaden our value-added processing capabilities and product offerings and expand and diversify our customer base as well as increase our market share in the Southwest. Through acquisitions, we aim to expand our product offering and our customer

relationships, increase our reach across various end markets, and expand our scale. We believe that larger economies of scale and more extensive geographic coverage will allow us to benefit from greater purchasing power and better client service, and improve our ability to offer a broader menu of value-added services.

Focus on Working Capital Management

Our ability to manage working capital effectively is an important tool for limiting our inventory risk as we manage volatility in the steel industry. Our focus on effective working capital management also enables us to manage our profitability while maintaining the flexibility required for short order lead times. We use sophisticated inventory and distribution information systems developed specifically for the steel service center industry. We expect to continue improving our working capital management. We believe that these improvements will result in enhanced profitability for our business and will allow us to mitigate the impact of cyclical steel price fluctuations.

Continue to Optimize Operations

We plan to expand upon the success we have had over the past few years in increasing profitability through improving our facilities. Since 1997 we have closed or sold eight outdated facilities and built or considerably extended nine modern, state-of-the-art facilities, spending a total of approximately $120 million, including approximately $7.5 million in the first quarter of 2008, both to build these new facilities and to modernize equipment at existing plants. This modernization has resulted in increased operating efficiency, which we believe gives us a competitive cost advantage over many of our competitors. As we grow both organically and through strategic acquisitions, we will have increased opportunities to improve our profitability through the optimization of our network of facilities.

The Sponsor

Platinum is a global acquisition firm headquartered in Los Angeles with principal offices in Boston, New York and London. Since its founding in 1995, Platinum has acquired more than 80 businesses in a broad range of markets, ranging from telecommunications and information technology to logistics, chemical and industrial manufacturing, distribution and service. Platinum’s current portfolio includes 20 companies with operations in over 20 countries worldwide. The firm has a diversified capital base that includes the assets of its portfolio companies, which had approximately $8 billion in revenue in 2007, and manages over $3 billion of equity capital across two private equity funds. Platinum’s M&A&O^® approach to investing focuses on acquiring businesses that need operational support to realize their full potential and can benefit from Platinum’s expertise in transition, integration and operations.

Recent Acquisitions

On December 24, 2007, PNA acquired all of the outstanding partnership interests of Precision Flamecutting for cash consideration of $47.1 million paid at closing to the former owners, costs associated with the transaction of $0.2 million and refinancing of $7.3 million of Precision Flamecutting’s then existing indebtedness. Precision Flamecutting, a Texas limited partnership operating one facility in Houston, is in the business of processing and distributing carbon, alloy, and HSLA steel plate, including plasma-cutting, flame-cutting, and beveling services, as well as machining, rolling, forming, heat-treating, coating, and general machining and fabrication services.

Effective March 14, 2008, PNA acquired all the outstanding capital stock and ownership interests of Sugar Steel Corporation and its affiliate, S&S Steel Warehouse, Inc., for an aggregate purchase price of approximately $44.7 million. Sugar Steel is a general line metals service center company serving the greater Chicago area and

adjacent states. Sugar Steel specializes in carbon structural products such as beams, angles, tubes, squares, channels, pipes, bars, basement columns, sheets and flats, and provides value-added processing services such as sawing, shearing, flame-cutting, plasma-cutting, angle-cutting, cambering, splitting and shot blasting.

Concurrent Transactions

PNA is party to a corporate advisory services agreement, or the Services Agreement, with Platinum Advisors, an affiliate of Platinum. In connection with this offering, Platinum Advisors and PNA intend to amend the Services Agreement, pursuant to which PNA will pay Platinum Advisors $ million as consideration for terminating the monitoring fee payable thereunder using additional borrowings under PNA’s senior secured credit facility. We refer to this as the Services Agreement Amendment. See “Certain Relationships and Related Party Transactions—Services Agreement.”

Simultaneously with the consummation of this offering, the 100 outstanding shares of common stock, par value $0.01 per share, of Travel Main Corporation, our wholly owned subsidiary, will be transferred by way of dividend to a newly created parent LLC of PNAG Holding. As of the date hereof, the fair market value of the stock of Travel Main Corporation is approximately $23.4 million, based on appraisals performed in 2005 and 2006. Platinum will be the sole stockholder of the new parent LLC both prior to and subsequent to the consummation of this offering. The transfer is expected to be a taxable event resulting in a liability totaling approximately $7.9 million that will be paid in cash by us. The transfer of the Travel Main stock to our newly created parent LLC is referred to as the Real Estate Transfer. See “Certain Relationships and Related Party Transactions—Real Estate Transfer.”

The Offering

Issuer

PNA Group Holding Corporation.

Common stock offered by us

shares.

Common stock outstanding before this offering

shares.

Common stock to be outstanding immediately after this offering

shares.

Use of proceeds

We estimate that our net proceeds from this offering will be approximately $ million. We intend to use the net proceeds from the sale of shares of our common stock offered pursuant to this prospectus and the net proceeds from the exercise, if any, of the underwriters’ over-allotment option (i) to make a capital contribution of $173.4 million to PNA Intermediate in order to repay the Floating Rate Notes and (ii) to pay a $ million dividend to Platinum, our sole stockholder, which represents the remaining net proceeds in excess of the aggregate amount used to retire in full the Floating Rate Notes. See “Use of Proceeds.”

Risk factors

See “Risk Factors” on page 14 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Dividend policy

Other than dividends declared prior to the consummation of this offering, we do not anticipate declaring or paying any regular cash dividends on our common stock in the foreseeable future. Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors.

Proposed New York Stock Exchange symbol

PNA.

The number of shares to be outstanding after this offering is based on shares of common stock outstanding as of and the shares of common stock being sold by us in this offering, and assumes no exercise by the underwriters of their option to purchase shares of our common stock in this offering to cover over-allotments, if any.

Unless we specifically state otherwise, the information in this prospectus assumes:

•

an initial public offering price of $ per share, the mid-point of the offering range set forth on the cover page of this prospectus; and

•

the underwriters do not exercise their over-allotment option.

Summary Historical Consolidated and Pro Forma Combined Financial Data

After giving effect to the consummation of the Platinum Acquisition, PNAG Holding, along with its consolidated subsidiaries, are referred to collectively in this prospectus as the Successor company. Prior to the consummation of that acquisition, PNA, along with its consolidated subsidiaries, are referred to collectively in this prospectus as the Predecessor company.

PNAG Holding was formed for the purpose of acquiring PNA, its predecessor and indirect wholly owned subsidiary. From its formation on February 7, 2006 and prior to the Platinum Acquisition on May 9, 2006, PNAG Holding did not have any assets, liabilities or results of operations. Therefore, the following summary consolidated historical financial data (i) as of and for the year ended December 31, 2005 and for the period from January 1, 2006 to May 9, 2006 have been derived from the audited consolidated financial statements of PNA, (ii) as of and for the year ended December 31, 2006 and December 31, 2007 and for the period from May 10, 2006 to December 31, 2006 have been derived from the audited consolidated financial statements of PNAG Holding, and (iii) as of and for the three months ended March 31, 2007 and March 31, 2008 have been derived from the unaudited interim condensed consolidated financial statements of PNAG Holding, in each case included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting only of normal recurring adjustments, that are necessary for a fair presentation of our financial position as of such dates and our results of operations for such periods. The results for periods of less than a full year are not necessarily indicative of the results to be expected for any interim period or for a full year.

The following table also presents (i) summary pro forma financial data for PNAG Holding and (ii) summary pro forma as adjusted financial data for PNAG Holding, in each case for the year ended December 31, 2007 and as of and for the three months ended March 31, 2008. The pro forma statement of income data give effect to the PNA Intermediate Offering and the use of proceeds therefrom as if they had been consummated on January 1, 2007. The pro forma as adjusted statement of income data give effect to the PNA Intermediate Offering and the use of proceeds therefrom, the Real Estate Transfer, the Services Agreement Amendment and this offering as if they had been consummated on January 1, 2007. The pro forma balance sheet data as of March 31, 2008 give effect to the Real Estate Transfer as if it had occurred on March 31, 2008. The pro forma as adjusted balance sheet data as of March 31, 2008 give effect to the Real Estate Transfer, the Services Agreement Amendment and this offering as if they had occurred as of March 31, 2008. The pro forma and pro forma as adjusted financial information is not necessarily indicative of either future results of operations or the results that might have occurred if the PNA Intermediate Offering and the use of proceeds therefrom, the Real Estate Transfer, the Services Agreement Amendment and this offering had been consummated on the dates indicated above. We cannot assure you that assumptions used in the preparation of the pro forma financial data will prove to be correct.

You should read the summary financial and other data set forth below along with the sections in this prospectus entitled “Use of Proceeds,” “Unaudited Pro Forma Financial Data,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus.


	Predecessor						Successor⁽⁵⁾
	Year Ended December 31, 2005			January 1 to May 9, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007			Year Ended December 31, 2007			Three Months Ended March 31, 2008			Pro Forma Year Ended December 31, 2007			Pro Forma As Adjusted Year Ended December 31, 2007	Pro Forma As Adjusted Three Months Ended March 31, 2008
	(dollars in thousands, except shares and per share amounts)
Statement of Income Data:
Net sales	$	1,250,289		$	487,190		$	1,074,201		$	407,322		$	1,632,469		$	474,037		$	1,632,469		$	$
Costs and expenses:
Cost of materials sold (exclusive of items shown below)		1,050,018			401,612			864,271			335,536			1,353,843			384,081			1,353,843
Processing		30,288			11,985			20,664			8,137			33,232			9,924			33,232
Distribution		17,321			6,395			14,647			5,591			19,348			6,214			19,348
Selling, general and administrative		80,288			35,393			75,848			28,622			125,956			33,413			125,956
Depreciation and amortization		9,466			3,262			7,926			2,971			11,553			4,201			11,553

Total costs and expenses		1,187,381			458,647			983,356			380,857			1,543,932			437,833			1,543,932

Operating income		62,908			28,543			90,845			26,465			88,537			36,204			88,537
Interest expense		5,519			1,375			25,596			13,126			63,135			17,472			65,110
Income from equity investments		(1,546	)		(770	)		(942	)		(453	)		(2,558	)		(658	)		(2,558	)

Income before minority interest and income tax expense		58,935			27,938			66,191			13,792			27,960			19,390			25,985
Minority interest		1,423			788			1,471			513			2,374			774			2,374

Income before income tax expense		57,512			27,150			64,720			13,279			25,586			18,616			23,611
Income tax expense		21,825			10,146			23,619			5,066			12,309			7,550			11,555

Net income	$	35,687		$	17,004		$	41,101		$	8,213		$	13,277		$	11,066		$	12,056		$	$

Earnings per common share:
Basic and diluted	$	35,687		$	17,004		$	4.70		$	0.94		$	1.52		$	1.26		$	1.38		$	$
Weighted average shares outstanding		1,000			1,000			8,750,000			8,750,000			8,750,000			8,750,000			8,750,000
Pro forma earnings per common share–adjusted for dividends in excess of earnings⁽¹⁾:
Basic and diluted																							$
Pro forma weighted average shares outstanding–as adjusted for dividends in excess of earnings⁽¹⁾


	Predecessor						Successor⁽⁵⁾
	Year Ended December 31, 2005			January 1 to May 9, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007			Year Ended December 31, 2007			Three Months Ended March 31, 2008			Pro Forma Year Ended December 31, 2007		Pro Forma As Adjusted Year Ended December 31, 2007	Pro Forma As Adjusted Three Months Ended March 31, 2008
	Year Ended December 31, 2005			January 1 to May 9, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007			Year Ended December 31, 2007			Three Months Ended March 31, 2008			Pro Forma Year Ended December 31, 2007		Pro Forma As Adjusted Year Ended December 31, 2007	Pro Forma As Adjusted Three Months Ended March 31, 2008
	(dollars in thousands)

Other Financial Data:
Net cash provided by (used in) operating activities	$	153,085		$	(23,073	)	$	(50,523	)	$	(15,483	)	$	37,763		$	(43,269	)
Net cash (used in) provided by investing activities		(4,501	)		(2,460	)		(316,675	)		(5,544	)		(73,913	)		(47,807	)
Net cash (used in) provided by financing activities		(149,106	)		24,836			378,576			107,713			38,730			87,169
Purchases of property, plant and equipment		(6,327	)		(2,460	)		(4,902	)		(4,631	)		(14,778	)		(7,513	)
EBITDA⁽²⁾		72,497			31,787			98,242			29,376			100,274			40,289		$	100,274	$	$

Other Operating Data:
Tons sold		1,553,030			600,893			1,231,816			475,280			1,873,327			495,517			1,873,327
Tons tolled⁽³⁾		691,398			271,199			479,302			159,823			641,771			151,321			641,771

Total tons		2,244,428			872,092			1,711,118			635,103			2,515,098			646,838			2,515,098


	Predecessor			Successor⁽⁵⁾
	December 31, 2005			December 31, 2006			March 31, 2007			December 31, 2007			March 31, 2008			Pro Forma March 31, 2008			Pro Forma As Adjusted March 31, 2008
	December 31, 2005			December 31, 2006			March 31, 2007			December 31, 2007			March 31, 2008			Pro Forma March 31, 2008			Pro Forma As Adjusted March 31, 2008
				(dollars in thousands)
Balance Sheet Data:
Cash	$	2,210		$	12,891		$	99,577		$	15,471		$	11,564		$	11,564
Working capital⁽⁴⁾		247,057			426,213			539,360			431,229			520,513			512,613
Total current assets		383,960			634,227			715,565			615,046			721,029			721,029
Property, plant and equipment, net		95,200			61,542			65,528			72,104			88,796			88,796
Total assets		504,096			746,444			833,963			780,819			902,069			903,481
Total debt		59,101			476,267			658,652			690,786			778,573			778,573
Stockholders equity (deficit)
Common Stock		33,865			88			88			88			88			88
Paid-in capital		—			17,412			—			—			—			—
Retained earnings (accum deficit)		253,119			38,201			(6,174	)		(97,980	)		(86,914	)		(86,914	)
Accum other comp (loss) income		(2,037	)		(130	)		(130	)		208			208			208
Total stockholders’ equity (deficit)		284,947			55,571			(6,216	)		(97,684	)		(86,618	)		(86,618	)

(1)

Pro forma earnings per share—as adjusted for dividends in excess of earnings includes additional shares that represent, in accordance with Staff Accounting Bulletin Topic 1B.3, the number of shares sold in this offering, the proceeds of which are assumed for the purposes of this calculation to have been used to pay dividends during the twelve months ended March 31, 2008, plus additional planned dividends resulting from this offering in excess of net income for the twelve months ended March 31, 2008. The calculation assumes an initial offering price of $ per share, the mid-point of the price range on the cover page of this prospectus. The dividends in excess of earnings and assumed number of additional shares issued to pay dividends in excess of earnings for the twelve months ended March 31, 2008 are as follows (in thousands, except shares and per share amounts):


Dividends paid:
During the nine months ended December 31, 2007	$	96,870
During the three months ended March 31, 2008		0
From proceeds of this offering

	$


Net income:
For the nine months ended December 31, 2007	$	5,064
For the three months ended March 31, 2008		11,066

	$	16,130


Dividends in excess of net income	$
Assumed initial offering price per share	$
Assumed additional number of shares issued to fund dividends in excess of earnings

(2)

EBITDA represents net income before net interest, income taxes, depreciation and amortization. We believe that EBITDA provides additional information for determining our historical performance. EBITDA does not represent, and should not be used as a substitute for, net income or cash flows from operations as determined in accordance with generally accepted accounting principles, and EBITDA is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. Our definition of EBITDA may differ from that of other companies. See the table below for a reconciliation of net income to EBITDA. EBITDA is not a measure of cash flow under GAAP and should not be considered as a substitute for any GAAP measure. Additionally, certain of our debt covenants, particularly those contained in the indenture governing the PNA Notes and the indenture governing the Floating Rate Notes, are based upon a measure derived from EBITDA. Pro forma as adjusted EBITDA will not reflect $ rent expense payable to the Real Estate Subsidiaries (as defined herein) that will be a dividend to our newly created parent LLC (to be wholly owned by Platinum) pursuant to the Real Estate Transfer. In accordance with FASB Interpretation No. 46(R), the Real Estate Subsidiaries transferred to the newly created parent LLC will be consolidated with our results.

Set forth below is the reconciliation of net income to EBITDA (dollars in thousands):


	Predecessor				Successor⁽⁵⁾
	Year Ended December 31, 2005		January 1 to May 9, 2006		May 10 to December 31, 2006		Three Months Ended March 31, 2007		Year Ended December 31, 2007		Three Months Ended March 31, 2008		Pro Forma Year Ended December 31, 2007		Pro Forma As Adjusted Year Ended December 31, 2007	Pro Forma As Adjusted Three Months Ended March 31, 2008
	Year Ended December 31, 2005		January 1 to May 9, 2006		May 10 to December 31, 2006		Three Months Ended March 31, 2007		Year Ended December 31, 2007		Three Months Ended March 31, 2008		Pro Forma Year Ended December 31, 2007		Pro Forma As Adjusted Year Ended December 31, 2007	Pro Forma As Adjusted Three Months Ended March 31, 2008
Net income	$	35,687	$	17,004	$	41,101	$	8,213	$	13,277	$	11,066	$	12,056	$	$
Add:
Income tax expense		21,825		10,146		23,619		5,066		12,309		7,550		11,555
Interest expense		5,519		1,375		25,596		13,126		63,135		17,472		65,110
Depreciation and amortization		9,466		3,262		7,926		2,971		11,553		4,201		11,553

EBITDA	$	72,497	$	31,787	$	98,242		29,376	$	100,274	$	40,289	$	100,274	$	$

(3)

Includes tolled volumes at our consolidated subsidiaries.

(4)

“Working capital” represents total current assets less total current liabilities.

(5)

As a result of the application of purchase accounting, the Successor Company balances and amounts presented are not comparable with those of the Predecessor Company.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this prospectus, before making your decision to invest in shares of our common stock. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business, results of operations, financial condition and cash flows. If that were to happen, the trading price of our common stock could decline, and you could lose all or part of your investment.

Our business, financial condition and results of operations are heavily impacted by varying steel prices.

The steel industry as a whole is cyclical and at times pricing and availability of our inventory can be volatile due to numerous factors beyond our control, including domestic and international economic conditions, labor costs, energy costs, freight and shipping costs, production levels, competition, import duties and tariffs and currency exchange rates. These factors can significantly affect the availability and cost of raw materials, such as iron ore, coking coal and steel scrap, to our suppliers and the availability of finished goods from our suppliers, and in turn result in higher steel prices for us, and may, therefore, adversely affect our net sales, operating margin and net income or may result in lower steel prices which may adversely affect the value of our inventory. Steel costs typically represent approximately 80 to 85% of our cash flow. Our service centers maintain substantial inventories of steel to accommodate the short lead times and just-in-time delivery requirements of our customers. Accordingly, we purchase steel in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers, which we base on information derived from customers, market conditions, historic usage and industry knowledge. Our commitments for steel purchases are generally at prevailing market prices in effect at the time we receive delivery from our suppliers. We have no substantial long-term, fixed-price purchase contracts other than those that are offset by long-term fixed price sales contracts with customers. Steel prices from our suppliers rise when raw material prices rise, and we may not be able to pass any portion of the price increase on to customers. Steel prices from our suppliers decline when raw material prices decline, and there have been historical periods of rapid and significant movements in the prices of metal both upward and downward. Customer demands for lower prices could result in lower sale prices and, to the extent we sell from existing inventory, lower margins.

Changes in steel prices also affect our cash flow because of the time difference between our payment for our raw materials and our collection of cash from our customers. We tend to pay for replacement materials (which are more expensive when steel prices are rising) over a shorter period than the time it typically takes to collect our accounts receivable after the sale of our products. This cash requirement for working capital is higher in periods when we are increasing inventory quantities or when we are investing in higher cost inventory. Our cash flow is thus adversely affected by rising steel prices. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Our operating results could be negatively affected during economic downturns.

The businesses of many of our customers are, to varying degrees, cyclical and have historically experienced periodic downturns due to economic conditions, energy prices, consumer demand and other factors beyond our control. These economic and industry downturns have been characterized by diminished product demand, excess capacity and, in some cases, lower average selling prices. Therefore, any significant downturn in one or more of the markets that we serve, one or more of the end markets that our customers serve or in economic conditions in general could result in a reduction in demand for our products. Additionally, as an increasing amount of our customers relocate their manufacturing facilities outside of the United States, we may not be able to maintain our level of sales to those customers.

Although the sale of our products directly to customers abroad is very limited, our financial performance is nonetheless dependent upon a healthy economy beyond the United States. Our customers sell their products abroad and some of our suppliers buy feedstock abroad. As a result, our business is affected by general economic conditions and other factors outside the United States, primarily in Canada, Mexico and South America, but also in Europe and Asia. Our suppliers’ access to raw materials, and therefore our access to steel, is additionally affected by such conditions and factors. Similarly, the demand for our customers’ products, and therefore our products, is affected by such conditions and factors. We cannot assure you that events having an adverse effect on the industries in which we operate will not occur or continue, such as further increased prices of steel, enhanced imbalances in the world’s iron ore, coking coal, steel scrap and steel industries, a downturn in world economies, increases in interest rates, unfavorable currency fluctuations or a slowdown in the key industries served by our customers.

We rely on steel suppliers in our business and purchase a significant amount of steel from a limited number of suppliers. Termination of one or more of our relationships with any of those suppliers could have a negative effect on our business because we may be unable to obtain steel from other sources in a timely manner or at all.

We use various types of steel in our business, including beams, plate, flat rolled coil, tubulars and sheet. Our operations depend upon obtaining adequate supplies of steel on a timely basis. We purchase most of our steel from a limited number of steel suppliers. Termination of one or more of our relationships with any of these major suppliers could have a negative effect on our business if we were unable to obtain steel at comparable prices from other sources in a timely manner or at all.

In addition, the domestic steel production industry has experienced consolidation in recent years. For instance, as of December 31, 2007, the top three steel producers together control greater than a majority of the domestic steel market, based on public data. Further consolidation could result in a decrease in the number of our major suppliers or a decrease in the number of alternative supply sources available to us, which could make it more likely that termination of one or more of our relationships with major suppliers would result in a material adverse effect on our business, financial condition or results of operations. Consolidation could also result in price increases for the metal that we purchase. Such price increases could adversely affect our results of operations if we were not able to pass these price increases on to our customers.

We rely upon our steel suppliers as to the specifications of the steel we purchase from them.

We rely on mill certifications that attest to the specifications of the product received from our suppliers as to the physical and chemical properties of the steel purchased for resale, and generally, consistent with industry practice, do not undertake independent testing of such steel. We generally rely on our customers to notify us of any steel that does not conform to the specifications certified by the mill. We are currently in a dispute with certain steel traders regarding the quality of specific orders of steel purchased from certain foreign mills and may have unknowingly received such non-conforming product in the past. Although our primary sources of product have been domestic mill suppliers, we have and will continue to purchase product from foreign steel suppliers. In the event that steel purchased from domestic suppliers is deemed to not meet quality specifications per the mill certifications, we generally have had recourse against these suppliers for both the cost of the product purchased and possible claims from our customers. However, there is a greater level of risk that similar recourse will not be available to us in the event of claims by our customers related to product delivered from foreign suppliers that does not meet the specifications per the mill certifications. In these circumstances, we may be at greater risk of loss for claims for which we do not carry, or do not carry sufficient, insurance.

We are engaged in a highly fragmented and competitive industry. We compete with a large number of other value-added steel processors/service centers on a regional and local basis, some of which may have greater financial resources than us. We also compete, to a much lesser extent, with primary steel producers, who typically sell to very large customers requiring regular shipments of large volumes of standard grades of steel.

We are dependent on the services of our senior management team to remain competitive in our industry. There is a risk that we will not be able to retain or replace these key employees. The loss of members of our senior management team without retaining replacements could harm our business or prevent or delay the implementation and completion of our strategy.

Our operations are subject to extensive laws and regulations governing workplace health and safety and environmental matters. We believe that we are in substantial compliance with such laws and do not currently anticipate that we will be required to expend any material amounts in the foreseeable future in order to meet current environmental or workplace health and safety requirements. We are not currently subject to any pending claims and have not received any notices of potential material liability with respect to cleanup of contamination at our leased or owned properties, at any of the joint venture properties, or at any off-site location. However, we cannot rule out the possibility that we could be notified of such claims or liability in the future. It is possible that we could be identified by the U.S. Environmental Protection Agency, a state agency or third parties as being potentially responsible for environmental cleanup under federal and state law. If so, we could incur substantial litigation costs in defense and settlement of such claims. We cannot be certain, however, that identification of presently unidentified conditions, more vigorous enforcement by environmental agencies, enactment of more stringent laws and regulations or other unanticipated events will not arise in the future and give rise to material liabilities. See “Business—Government Regulation and Environmental Matters.”

Adverse developments in our relationship with our employees and future shortages of employees could adversely affect our business.

As of March 31, 2008, approximately 194 of our employees (and 82 of the employees of our joint ventures) at various sites were members of unions. Our relationship with these unions has been satisfactory. In the future occasional work stoppages could occur, and any such work stoppages could prevent us from distributing steel products and providing steel processing services to our customers in a timely fashion, and could harm our reputation with our customers.

As of the date of this prospectus, we are a party to 9 collective bargaining agreements with such unions, which expire at various times. Collective bargaining agreements for all of our union employees expire within the next 5 years. Historically, we have succeeded in negotiating new collective bargaining agreements without a strike. However, we cannot assure you that we will succeed in negotiating new collective bargaining agreements to replace the expiring ones without a strike.

From time to time, there are shortages of qualified operators of metals processing equipment. In addition, during periods of low unemployment, turnover among less-skilled workers can be relatively high. If we fail to attract, retain and train qualified employees, we may be unable to effectively conduct our operations and service our customers, and our growth could be impaired.

We may pursue future acquisitions as well as organic growth. If we incur additional debt that becomes difficult to service, incur contingent liabilities and expenses in connection with future acquisitions or organic growth, or cannot effectively integrate newly acquired operations, your investment may decline in value.

A portion of our historical growth has occurred through acquisitions and we may enter into acquisitions in the future. Acquisitions involve risks that the businesses acquired will not perform in accordance with expectations and that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove incorrect. Future acquisitions or organic growth may result in the incurrence of debt and contingent liabilities and an increase in interest expense and amortization expenses, and acquisitions may result in periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to integration costs.

We may not be able to integrate successfully any business we acquire into our existing business and any acquired businesses may not be profitable or as profitable as we had expected. The successful integration of new businesses depends on our ability to manage these new businesses and cut excess costs. The successful integration of future acquisitions may also require substantial attention from our senior management and the management of the acquired business, which could decrease the time that they have to service and attract customers and develop new products and services. In addition, because we may actively pursue a number of opportunities simultaneously, we may encounter unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight. Our inability to complete the integration of new businesses in a timely and orderly manner, as well as the failure of an expansion of our already existing facilities or businesses to generate the positive results we had hoped to achieve, could increase costs, lower profits and ultimately decrease the value of your investment.

We have a substantial amount of indebtedness, which could adversely affect our financial position and prevent us from fulfilling our obligations under the PNA Notes and the Floating Rate Notes.

We currently have, and following this offering will continue to have, a substantial amount of indebtedness. As of March 31, 2008, our total indebtedness, represented by the Floating Rate Notes, the PNA Notes, the Preussag Seller Note, borrowings under PNA’s senior secured credit facility and other debt obligations, was $729.7 million, and $48.9 million of non-recourse real estate mortgage debt at the Real Estate Subsidiaries (as defined herein), which we will consolidate in accordance with FASB Interpretation No. 46(R). We may also incur additional indebtedness in the future. As of March 31, 2008, PNA had approximately $97.4 million of unused capacity under its revolving credit facility. Our substantial indebtedness may:

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of PNA’s senior secured credit facility and the indentures governing the PNA Notes and the Floating Rate Notes restrict but do not prohibit our subsidiaries from doing so and do not place any limitation on PNAG Holding’s ability to incur indebtedness. If new indebtedness is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

The covenants in PNA’s senior secured credit facility, the indenture governing the PNA Notes, the indenture governing the Floating Rate Notes and the mortgages on our properties impose, and covenants contained in agreements governing indebtedness we incur in the future may impose, restrictions that may limit our operating and financial flexibility.

PNA’s senior secured credit facility, the indenture governing the PNA Notes and the indenture governing the Floating Rate Notes contain a number of significant restrictions and covenants that limit PNA Intermediate’s and PNA’s ability and the ability of their restricted subsidiaries to:

Our future indebtedness may contain covenants more restrictive in certain respects than the restrictions contained in PNA’s senior secured credit facility, the indenture governing the PNA Notes and the indenture governing the Floating Rate Notes. Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our subsidiaries being unable to comply with financial covenants that are contained in PNA’s senior secured credit facility or that may be contained in any future indebtedness. Complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.

Additionally, the majority of our properties have been mortgaged with Bank of America, N.A. Under the terms of the mortgages, Bank of America, N.A. has the right to approve any improvements to our mortgaged facilities. Therefore, without Bank of America, N.A.’s approval of a particular improvement (over which we have no control), we may not be able to grow our mortgaged facilities and our future operational flexibility may be limited.

We may not be able to generate sufficient cash to service our indebtedness and other obligations.

Our ability to make payments on and to refinance our indebtedness will depend on our financial and operating performance, which may fluctuate significantly from quarter to quarter, and is subject to prevailing economic conditions and financial, business and other factors, many of which are beyond our control. We cannot assure you that we will continue to generate sufficient cash flow or that we will be able to borrow funds in amounts sufficient to enable us to service our indebtedness, or to meet our working capital and capital expenditure requirements. If we are not able to generate sufficient cash flow from operations or to borrow sufficient funds to service our indebtedness, we may be required to sell assets or equity, reduce capital expenditures, refinance all or a portion of our existing indebtedness or obtain additional financing. We cannot assure you that we will be able to refinance our indebtedness, sell assets or equity, or borrow more funds on terms acceptable to us, if at all.

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange, or the NYSE, or otherwise, or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy in this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this offering. In addition, an inactive trading market may impair our ability to raise additional capital by selling shares and may impair our ability to acquire other companies by using our shares as consideration.

The initial public offering price of the shares has been determined by negotiations between PNAG Holding and representatives of the underwriters. Among the factors considered in determining the initial public offering price were our record of operations, our current financial condition, our future prospects, our markets, the

economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the prices at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our common stock will develop and continue after this offering.

Our stock price may be volatile, and your investment in our common stock could suffer a decline in value.

Historically there has been significant volatility in the market price and trading volume of equity securities, which may be unrelated to the financial performance of the companies issuing the securities. These broad market fluctuations may negatively affect the market price of our common stock. The initial public offering price for our common stock was determined by negotiations between the Company and representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. You may not be able to resell your shares at or above the initial public offering price due to fluctuations in the market price of our common stock caused by changes in our operating performance or prospects, including possible changes due to the cyclical nature of the steel service center industry and other factors such as fluctuations in steel prices, which could cause short-term swings in profit margins.

Future sales of our common stock in the public market could lower our share price.

We may sell additional shares of common stock into the public markets after this offering, and we may also issue convertible debt securities to raise capital in the future. The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the public markets after this offering or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities at a time and at a price that we deem appropriate.

After the consummation of this offering, we will have shares of common stock outstanding. Of the remaining outstanding shares, , or %, of our total outstanding shares will be restricted from immediate resale under the “lock-up” agreements between our directors, certain of our officers and all of our stockholders and the underwriters described in the section entitled “Underwriting” below, but may be sold into the market after those “lock-up” restrictions expire, in certain limited circumstances as set forth in the “lock-up” agreements, or if they are waived by both Citigroup Global Markets Inc. and UBS Securities LLC as the representatives of the underwriters, in their discretion. The outstanding shares subject to the “lock-up” restrictions will generally become available for sale following the expiration of the lock-up agreements, which is 180 days after the date of this prospectus, subject to the volume limitations and manner-of-sale requirements under Rule 144 of the Securities Act of 1933, as amended, or the Securities Act.

This offering will cause immediate and substantial dilution in net tangible book value.

The initial public offering price of a share of our common stock is substantially higher than the net tangible book value (deficit) per share of our outstanding common stock immediately after this offering. Net tangible book value (deficit) per share represents the amount of total tangible assets less total liabilities, divided by the number of shares of common stock outstanding. If you purchase our common stock in this offering, you will incur an immediate dilution of approximately $ in the net tangible book value per share of common stock based on our net tangible book value as of March 31, 2008.

Our controlling stockholder and its affiliates will be able to influence matters requiring stockholder approval and could discourage the purchase of our outstanding shares at a premium.

Prior to this offering, Platinum owned 100% of our outstanding common stock, and will continue to control all matters submitted for approval by our stockholders after this offering through its ownership of approximately % of our outstanding common stock. These matters could include the election of all of the members of our board of directors, amendments to our organizational documents, or the approval of any proxy contests, mergers, tender offers, sales of assets or other major corporate transactions.

The interests of Platinum may not in all cases be aligned with your interests as a holder of common stock. For example, Platinum could cause us to make acquisitions that increase the amount of the indebtedness that is secured or senior to the PNA Notes and the Floating Rate Notes or sell revenue-generating assets, impairing our ability to make payments under those notes. Additionally, Platinum is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. Accordingly, Platinum may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. In addition, Platinum may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to you as a holder of our common stock.

We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of the NYSE rules and, as a result, you will not have the protections afforded by these corporate governance requirements.

Because Platinum will control more than 50% of the voting power of our common stock after this offering, we are considered to be a “controlled company” for the purposes of the NYSE listing requirements. Under the NYSE rules, a “controlled company” may elect not to comply with certain NYSE corporate government requirements, including (1) the requirement that a majority of our Board of Directors consist of independent directors, (2) the requirement that the nominating and corporate governance committee of our Board of Directors be composed entirely of independent directors and (3) the requirement that the compensation committee of our Board of Directors be composed entirely of independent directors. Given that Platinum will control a majority of the voting power of our common stock after this offering, we are permitted, and have elected, to opt out of compliance with certain NYSE corporate governance requirements. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

If we fail to maintain effective internal control over financial reporting, our business, operating results and stock price could be adversely affected.

Beginning with our annual report for our fiscal year ending December 31, 2009, Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require us to include a report by our management on our internal control over financial reporting. This report must contain an assessment by management of the effectiveness of our internal control over financial reporting as of the end of our fiscal year and a statement as to whether or not our internal controls are effective. Our annual report for the fiscal year ending December 31, 2009 must also contain a statement that our independent registered public accounting firm has issued an attestation report on the effectiveness of internal control over financial reporting.

In order to achieve timely compliance with Section 404, we have begun a process to document and evaluate our internal control over financial reporting. Our efforts to comply with Section 404 have resulted in, and are likely to continue to result in, significant costs, the commitment of time and operational resources and the diversion of management’s attention. If our management identifies one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, market perception of our financial condition and the trading price of our stock may be adversely affected and customer perception of our business may suffer.

Our corporate documents and Delaware law contain provisions that could discourage, delay or prevent a change in control of the Company.

Provisions in our amended and restated certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. Our amended and

restated certificate of incorporation provides for a staggered Board of Directors, whereby directors serve for three-year terms, with approximately one-third of the directors coming up for re-election each year. Having a staggered board will make it more difficult for a third party to obtain control of our Board of Directors through a proxy contest, which may be a necessary step in an acquisition of us that is not favored by our Board of Directors. Our amended and restated certificate of incorporation also provides that the affirmative vote of the holders of at least 75% of the voting power of our issued and outstanding capital stock, voting together as a single class, is required for the alteration, amendment or repeal of certain provisions of our amended and restated certificate of incorporation, including the provisions authorizing a staggered board, and certain provisions of our amended and restated bylaws, including the provisions relating to our stockholders’ ability to call special meetings, notice provisions for stockholder business to be conducted at an annual meeting, requests for stockholder lists and corporate records, nomination and removal of directors, and filling of vacancies on our Board of Directors.

A change of control may impact employee benefit arrangements, which could make an acquisition more costly and could prevent it from going forward. For example, our planned Stock Incentive Plan allows for all or a portion of the vested and/or unvested awards granted under the plan to be cancelled in return for a payment based on the consideration being paid for the underlying common stock in connection with a change of control, less, in the case of options and other awards subject to exercise, the applicable exercise price. We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Under these provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change of control. For purposes of Section 203, “interested stockholder” means, generally, someone owning 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in Section 203. Platinum and its affiliates do not constitute “interested stockholders” for purposes of Section 203 of the Delaware General Corporation Law.

Any issuance of preferred stock could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

Our board of directors has the authority to issue preferred stock and to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium over the market price, and adversely affect the market price and the voting and other rights of the holders of our common stock.

We do not intend to pay regular cash dividends on our stock after this offering.

We do not anticipate declaring or paying regular cash dividends on our common stock or any other equity security in the foreseeable future. The amounts that may be available to us to pay cash dividends are restricted under our debt and other agreements. Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors. Therefore, you should not rely on dividend income from shares of our common stock. In addition, because PNAG Holding is a holding company, even if in the future PNAG Holding determines that it would be in the best interests of its stockholders to declare a cash dividend, PNAG Holding may be unable to do so because as a holding company PNAG Holding owns no significant assets other than equity in its subsidiaries, and PNAG Holding’s ability to pay any such dividend will be dependent on dividends and other distributions or payments from its subsidiaries.

This prospectus contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our liquidity, the steel service center industry, our beliefs and management’s assumptions. Such forward-looking statements include statements regarding expected financial results and other planned events, including but not limited to, anticipated liquidity, EBITDA (as defined herein), and capital expenditures. Words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “seek,” “project,” “target,” “goal,” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual future events or results may differ materially from these statements.

The following is a list of factors, among others, that could cause actual results to differ materially from the forward-looking statements:

These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should, therefore, be considered in light of various factors, including those set forth in this prospectus under “Risk Factors” and the caption “Recent Events/Industry Trends” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. Moreover, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

In this prospectus we rely on and refer to information and statistics regarding the steel processing industry and our market share in the sectors in which we compete. We obtained this information and these statistics from sources other than us, such as Purchasing magazine, which we have supplemented where necessary with information from publicly available sources, discussions with our customers and our own internal estimates. We use these sources and estimates and believe them to be reliable.

We estimate that the net proceeds from the sale of the shares of common stock that we are offering will be approximately $ million after deducting the underwriting discount and estimated offering expenses of $ million and assuming an initial public offering price of $ per share, the mid-point of the estimated initial public offering price range. If the underwriters exercise their over-allotment option in full, we estimate that our net proceeds will be approximately $ million.

We intend to use the net proceeds from the sale of shares of our common stock offered pursuant to this prospectus and the net proceeds from the exercise, if any, of the underwriters’ over-allotment option (i) to make a capital contribution of $173.4 million to PNA Intermediate in order to repay the Floating Rate Notes and (ii) to pay a $ million dividend to Platinum, our sole stockholder, which represents the remaining net proceeds in excess of the aggregate amount used to retire in full the Floating Rate Notes. The aggregate outstanding principal amount at maturity of the Floating Rate Notes immediately prior to this offering is $170 million. The Floating Rate Notes mature on February 15, 2013 and bear an interest rate as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing Activities.” The net proceeds of the issuance of the Floating Rate Notes, or the PNA Intermediate Offering, were used to pay a dividend to PNAG Holding of approximately $162.5 million, $70 million of which was paid as a dividend to Platinum on February 12, 2007, and the remainder (approximately $92.5 million) of which was paid as a subsequent dividend to Platinum on May 14, 2007.

The following table sets forth the cash and cash equivalents and total capitalization as of March 31, 2008 (1) on a historical basis and (2) on a pro forma as adjusted basis to give effect to the Real Estate Transfer, Services Agreement Amendment, the sale of shares of our common stock offered hereby and the application of the net proceeds as described in “Use of Proceeds.”

You should read the capitalization data set forth in the table below in conjunction with “Summary—Summary Historical Consolidated and Pro Forma Combined Financial Data,” “Use of Proceeds,” “Unaudited Pro Forma Financial Data,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Certain Indebtedness” and our consolidated financial statements and the notes thereto, set forth elsewhere herein.

The outstanding share information in the table above is based on the number of shares outstanding as of , 2008. The table above excludes shares of our common stock that may be purchased by the underwriters to cover over-allotments.

Dilution is the amount by which the offering price paid by the purchasers of our common stock to be sold in this offering will exceed the net tangible book value per share of our common stock immediately after this offering. The net tangible book value per share presented below is equal to the amount of our total tangible assets (total assets less intangible assets) less total liabilities as of March 31, 2008, divided by the number of shares of our common stock that would have been held by our common stockholders of record immediately prior to this offering had we effected the for 1.00 stock split we intend to effect prior to the closing of this offering. Our net tangible book value (deficit) as of March 31, 2008, was approximately $ million, or $ per share. After giving effect to the sale of the shares of common stock we propose to offer pursuant to this prospectus at an assumed public offering price of $ per share, the mid-point of the range of estimated initial public offering prices set forth on the cover page of this prospectus and the application of the net proceeds therefrom, and after deducting the underwriting discount and estimated offering expenses, our net tangible book value as of March 31, 2008 would have been $ , or $ per share. This represents an immediate dilution in net tangible book value of $ per share.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share (the mid-point of the range on the cover page of this prospectus) would (decrease) increase our net tangible book value (deficit) by $ million, the net tangible book value (deficit) per share after this offering by $ per share and the decrease in net tangible book value (deficit) to new investors in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses.

The following table summarizes the number of shares purchased from us and the total consideration and average price per share paid to us, by our officers, directors, promoters and affiliated persons in transactions since PNA’s inception in July 2003, and the total number of shares purchased from the Company, the total consideration paid to the Company and the price per share paid by new investors purchasing shares in this offering:

We intend to declare, prior to the consummation of this offering, (i) a special dividend payable to Platinum in the amount by which the net proceeds of this offering exceeds, if at all, the amount necessary to repay all outstanding Floating Rate Notes, (ii) a special dividend payable to Platinum in the amount by which the net proceeds of the underwriters’ exercise of their over-allotment option exceeds, if at all, the amount necessary to repay all outstanding Floating Rate Notes and (iii) a dividend of the stock (with a fair market value of approximately $23.4 million) of Travel Main to our newly created parent LLC (to be wholly owned by Platinum) pursuant to the Real Estate Transfer. Assuming an offering price equivalent to the midpoint of the range set forth on the cover page of this prospectus, the dividends referred to in clauses (i) and (ii) of the foregoing sentence will be payable in an amount of $ per share, or approximately $ million in the aggregate. See “Use of Proceeds.”

In the last two fiscal years, we have declared dividends on our common stock three times, in each case payable to our sole stockholder, Platinum, in an aggregate amount of approximately $169.7 million. We paid cash dividends to Platinum of (i) $2.9 million during the period May 10, 2006 to December 31, 2006, (ii) $70 million on February 12, 2007 (paid out of the proceeds of the PNA Intermediate Offering) and (iii) approximately $96.9 million on May 14, 2007, of which approximately $92.5 million was paid out of the remaining proceeds of the PNA Intermediate Offering and approximately $4.4 million was paid out of cash on hand. Other than paying (i) the special dividend or dividends to Platinum out of excess net proceeds after repayment of the Floating Rate Notes and/or in connection with the underwriters’ exercise of their over-allotment option as described above and (ii) a dividend of the stock of Travel Main to the newly created parent LLC, we do not anticipate declaring or paying regular cash dividends on our common stock in the foreseeable future. Any payment of cash dividends on our common stock in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, financial condition, future prospects, contractual restrictions and other factors deemed relevant by our Board of Directors. We are a holding company and conduct all of our operations through our direct and indirect subsidiaries. Unless we receive dividends, distributions, advances, transfers of funds or other payments from our subsidiaries we will be unable to pay any dividends on our common stock in the future. The ability of our subsidiaries to take any of the foregoing actions is limited by the terms of our existing debt documents and may be limited by future debt or other agreements that we may enter into from time to time.

The dividend record date for the dividends to Platinum described above will precede the consummation of this offering, and investors in this offering will not be entitled to receive any payments or distributions in connection with such dividends on shares purchased in this offering.

We do not currently intend to declare or pay any similar special dividends in the future.

The following unaudited pro forma financial data of PNAG Holding has been derived by the application of pro forma adjustments to the historical consolidated financial statements of PNAG Holding as of and for the three months ended March 31, 2008 and for the period from January 1, 2007 to December 31, 2007. The unaudited pro forma financial data presents pro forma financial data for PNAG Holding and pro forma as adjusted financial data for PNAG Holding, in each case as of and for the three months ended March 31, 2008 and for the year ended December 31, 2007. The unaudited pro forma statements of operations data for the year ended December 31, 2007 give effect to the PNA Intermediate Offering and the use of proceeds therefrom as if they had been consummated on January 1, 2007. The unaudited pro forma as adjusted statements of operations data (i) for the year ended December 31, 2007 give effect to the PNA Intermediate Offering and the use of proceeds therefrom, the Services Agreement Amendment and this offering and (ii) the three months ended March 31, 2008 give effect to the Services Agreement Amendment and this offering, in each case as if they had been consummated on January 1, 2007. The unaudited pro forma balance sheet data as of March 31, 2008 gives effect to the Real Estate Transfer as if it had occurred on March 31, 2008. The unaudited pro forma as adjusted balance sheet data as of March 31, 2008 gives effect to the Real Estate Transfer, the Services Agreement Amendment and this offering as if they had occurred as of March 31, 2008.

The recent transactions impacting the pro forma financial data relate to the following:

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma financial data is presented for informational purposes only. The unaudited pro forma financial data does not purport to represent what our results of operations or financial condition would have been had the PNA Intermediate Offering and the use of proceeds therefrom, the Real Estate Transfer, the Services Agreement Amendment, this offering and the use of proceeds therefrom actually occurred on the dates indicated and they do not purport to project our results of operations or financial condition for any future period or as of any future date. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma financial data. We cannot assure you that the assumptions used in the preparation of the pro forma financial data will prove to be correct.

You should read the unaudited pro forma financial data together with “Summary—Recent Transactions,” “Summary—Summary Historical Consolidated and Pro Forma Combined Financial Data,” “Use of Proceeds,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Certain Indebtedness” and the consolidated historical financial statements of PNAG Holding and the notes thereto, and other financial information included elsewhere in this prospectus.

Current deferred income tax assets and liabilities are grouped together and noncurrent deferred income tax assets and liabilities are grouped together. As of March 31, 2008, the Company’s noncurrent deferred income tax assets and liabilities were a net liability of $6,488. Subsequent to the pro forma adjustment, the Company’s noncurrent deferred income tax assets and liabilities would net to a deferred income tax asset of $1,412 on a pro forma basis.

The deferred tax asset of $7,900 is a step-up in the tax basis of the assets of the Real Estate Subsidiaries as a result of the Real Estate Transfer. The benefit from this deferred tax asset will remain at the Travel Main level and will not provide a future tax benefit at the PNAG Holding level.

In accordance with FASB Interpretation No. 46(R), or FIN 46(R), we will hold an implicit variable interest in the Real Estate Subsidiaries and will be the primary beneficiary of these variable interest entities. Accordingly the combined financial statements of the Real Estate Subsidiaries will be consolidated into our consolidated financial statements, and therefore there is no pro forma effect of the Travel Main transfer other than the tax effect described above.

Assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with the offering, a $1.00 increase (decrease) in the assumed public offering price of $ per share would increase (decrease) paid-in capital by $ , total equity by $ , total liabilities and equity by $ and the total amount of proceeds from this offering by $ , with a corresponding increase (decrease) in cash.

The following table sets forth selected historical consolidated financial information of (1) PNA, our Predecessor company and indirect, wholly owned subsidiary, for (i) each of the fiscal years in the three-year period ended December 31, 2005 and as of the end of each of such years and (ii) the period from January 1, 2006 to May 9, 2006, and (2) PNAG Holding, the Successor company, (i) for the period from May 10, 2006 to December 31, 2006 and as of the end of such period, (ii) as of and for the three months ended March 31, 2007, (iii) for the period from January 1, 2007 to December 31, 2007 and (iv) as of and for the three months ended March 31, 2008. The consolidated financial data of the Successor (1) as of and for the three months ended March 31, 2007 and (2) as of and for the three months ended March 31, 2008 were derived from our unaudited consolidated financial statements and the related notes thereto included elsewhere in this prospectus, which in the opinion of management include all adjustments consisting of normal, recurring adjustments necessary for a fair presentation of these financial statements. The consolidated statement of income data and other financial data of the Predecessor for each of the years ended December 31, 2004 and 2005, and the period from January 1, 2006 to May 9, 2006, and the Successor for the period from May 10, 2006 to December 31, 2006 and the year ended December 31, 2007, and the Consolidated Balance Sheet data for the Predecessor as of December 31, 2005 and the Successor as of December 31, 2006 and December 31, 2007 presented below were derived from our audited consolidated financial statements and the related notes thereto included elsewhere in this prospectus. The selected consolidated statement of income data and other financial data for the year ended December 31, 2003 and the selected Consolidated Balance Sheet data as of December 31, 2003 and 2004 presented below were derived from the audited consolidated financial statements and related notes thereto of the Predecessor, which are not included in this prospectus. The information presented below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included elsewhere in this prospectus.

The following discussion and analysis should be read in conjunction with the “Selected Historical Consolidated Financial Data” and the accompanying consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those discussed in these forward-looking statements as a result of certain factors, including those discussed in “Risk Factors” and elsewhere in this prospectus.

We are a leading national steel service center group that distributes steel products and provides value-added steel processing services to customers across a diversified group of industries, including the (i) infrastructure, institutional, industrial and commercial construction, (ii) machinery and equipment manufacturing, (iii) oil and gas, (iv) telecommunications and (v) utilities markets. We distribute and perform value-added processing services for our customers on a variety of steel products including a full line of structural and long products, plate, flat rolled coil, tubulars and sheet. Our business is organized into two reportable segments: Long Products and Plate, or Long Products, and Flat Rolled Products, or Flat Rolled.

Using sophisticated inventory and distribution information systems developed specifically for the steel service center industry, we provide just-in-time delivery to many of our customers, which enables them to better manage their working capital costs. Our steel service center facilities are strategically located in high density or high population growth areas in the United States, which puts us in a position to take advantage of growing markets and market trends. We intend to opportunistically pursue strategic acquisitions that will increase our scale, grow our market share of value-added products and expand our business. For example, with the consummation of the acquisitions of Metals Supply Company, Ltd., or MSC, Precision Flamecutting & Steel, L.P., or Precision Flamecutting, and Sugar Steel Corporation and its affiliate, S&S Steel Warehouse, Inc., which together we refer to as Sugar Steel, we now operate 23 steel service centers nationally, as well as manage five joint ventures that operate a total of seven service centers.

Net Sales. We derive net sales from the sale and processing of metal products to end-users. Pricing is generally based upon a margin over the underlying metal cost as well as a further margin associated with customized value-added services as specified by the customer. We generate tolling income by providing value-added processing on steel that is owned by our customers; the agreed-upon price per ton is customer-specific, is not dependent on underlying steel pricing and depends on the particular processing service being performed. For the year ended December 31, 2007, we had net sales of approximately $1.6 billion.

Cost of Materials Sold. We follow the normal industry practice which classifies, within cost of materials sold, the underlying commodity cost of metal purchased from the producing steel mill, the cost of inbound and outbound freight charges together with third-party processing cost, if any. Generally, these costs approximate 80 to 85% of net sales.

Operating Expense. Operating expense reflects selling, general and administrative expenses including sales and marketing expenses, employee compensation and benefits, insurance, accounting, legal, computer systems and professional services and costs not directly associated with the processing, manufacturing, operating or delivery costs of our products.

Depreciation. Depreciation expense represents the costs associated with property, plant and equipment used throughout the company.

Inventories. Rising steel prices result in margin gains, as demonstrated in 2004 and 2006, and declining prices result in compression of margins. That is, our operating income may be somewhat enhanced or depressed on occasion should there be a rapid increase or decrease in the spot market for steel prices.

Since 2000, there has been significant consolidation among the major domestic steel producers. The top three steel producers now control greater than a majority of the domestic steel market, a significant increase compared to 2000 (based on public data), which has created a pricing environment characterized by a more disciplined approach to production and pricing. The domestic suppliers have largely exited their non-core steel service and distribution functions to focus on reducing production costs and driving efficiencies from their core steel production activities. Increasingly, steel service centers like us have continued to capture a greater proportion of these key functions once served by the major steel producers.

In 2004, increased demand for steel in China, shortages of raw materials such as coking coal, iron ore and oil, increased demand for scrap, the weak U.S. dollar and increased energy costs and freight rates all contributed to significant increases in prices for domestic metals of all types, particularly steel. Further, improved economic conditions in Europe, Asia and North America contributed to a higher level of demand for steel. During most of 2004, supplies of many products were constrained, which also led to price increases.

In early 2005, the three iron ore suppliers controlling about 70% of the world market (based on public data) announced a 71.5% price increase to the integrated steel mills in Europe and Asia. This iron ore price increase was unprecedented, and resulted in cost increases for the European and other large integrated steel mills throughout the world. In May 2006 a major European iron ore contract was secured with a further price increase of 19%, as demand by China continued to drive pricing. We anticipate that both foreign and domestic mills will have to continue the disciplined practice they implemented in 2004 through 2006 of passing along such added costs, in the form of both price increases and surcharges. The domestic steel producers have also demonstrated remarkable restraint in curbing manufacturing capacity in times of weaker demand.

It was reported in several financial publications in February 2008 that one of the three major iron ore suppliers, Vale do Rio Doce, negotiated a 65% price increase from Japanese and South Korean steel producers. This development has been deemed to be an indicator of likely price increases from the other iron ore producers as well as possible continued increases later in 2008. Nonetheless, it is difficult to predict what effect price increases or decreases will have on the domestic market for users of the product as evidenced by the fact that in the second half of 2007 we noted a period of rising prices charged by suppliers to distributors that we were not able to pass along to our customers due to increased availability in many of our product lines.

On February 14, 2006, PNAG Holding, an affiliate of Platinum, entered into an Agreement and Plan of Merger, or the Merger Agreement, with PNA and Preussag North America, Inc., PNA’s former owner, to acquire all of the outstanding capital stock of PNA for cash consideration of $261.5 million, refinancing of existing indebtedness of $88.0 million, a $12.0 million seller note, or the Preussag Seller Note, and other consideration and costs of $3.8 million. The acquisition of PNA by Platinum, or the Platinum Acquisition, was consummated on May 9, 2006, whereby Travel Merger Corporation (a wholly owned subsidiary of Travel Holding Corporation (now known as PNAG Holding), in turn a wholly owned subsidiary of Platinum) merged with and into PNA, with PNA being the surviving corporation. PNA Intermediate Holding Corporation, or PNA Intermediate, was incorporated on January 25, 2007 as a wholly owned subsidiary of PNAG Holding. The capital stock of PNA was contributed by PNAG Holding to PNA Intermediate.

Effective May 31, 2006, we completed the acquisition of Metals Supply Company, Ltd., or MSC, pursuant to which PNA acquired all of the outstanding partnership interests of Metals Supply Company, Ltd. and Clinton & Lockwood, Ltd. (an affiliate of MSC) for cash consideration of approximately $33.3 million paid to

MSC’s former stockholders and refinancing of approximately $20.8 million of MSC’s then existing indebtedness. In addition, the purchase price included $5.3 million in deferred consideration which was paid to the former owner on May 31, 2007.

MSC is a leading structural steel service center and distributor in the Gulf Coast region of the United States with two facilities located in Texas. MSC distributes and sells a wide array of wide flange beams, as well as plate, pipe, structural tubing, merchant bar, pre-galvanized structural beams, bar grating, and floor plate. MSC also exports steel to Latin America, the Middle East and Southeast Asia. The acquisition of MSC, or the MSC Acquisition, allowed us to increase our market share in a growing geographic region as well as expand our product offering.

Since the MSC Acquisition we have continued to actively identify growth opportunities and we intend to pursue strategic acquisitions that will increase our scale, grow our market share of value-added products and expand our business. Additionally, we are continually monitoring and evaluating important organic growth opportunities consisting of investing in expansion of existing facilities, purchases of equipment and machinery that expand our value-added processing capabilities and building new facilities for expansion into new markets.

As a result of these efforts, effective December 24, 2007, PNA completed the acquisition of Precision Flamecutting pursuant to which PNA acquired all outstanding partnership interests for cash consideration of $47.1 million paid at closing to the former owners, costs associated with the transaction of $0.2 million and refinancing of $7.3 million of Precision Flamecutting’s then existing indebtedness. The acquisition was financed through additional borrowings under PNA’s revolving credit facility of $54.4 million. The purchase agreement provided for a holdback of $4.7 million of purchase price which is currently held in escrow to fund any indemnity claim by PNA as well as a working capital receivable adjustment which we expect to settle in 2008.

Precision Flamecutting, a Texas limited partnership operating one facility in Houston, is in the business of processing and distributing carbon, alloy, and HSLA (high strength, low alloy) steel plate, including plasma-cutting, flame-cutting, and beveling services, as well as machining, rolling, forming, heat-treating, coating, and general machining and fabrication services. The acquisition provides us the opportunity to achieve our stated goal of making strategic acquisitions as well as increase our market share in one of our strategic geographies. The acquisition of Precision Flamecutting represents an addition to our Long Products Segment.

In addition, effective March 14, 2008, PNA completed the acquisition of all the outstanding capital stock and ownership interests of Sugar Steel Corporation and its affiliate, S&S Steel Warehouse, Inc. (together referred to as Sugar Steel) for an aggregate purchase price of approximately $44.7 million subject to usual post-closing working capital settlement adjustments. The purchase price included cash consideration paid to the former owners of approximately $24.9 million, costs associated with the transaction of approximately $0.2 million and refinancing of approximately $16.1 million of Sugar Steel’s then existing indebtedness. The purchase agreement provided for a holdback of $3.5 million of the purchase price to fund any indemnity claim by PNA and which will be paid out over the two-year period following closing. The acquisition was financed through additional borrowings under PNA’s revolving credit facility.

Sugar Steel was founded in 1966 and is a general line metals service center company serving the greater Chicago area and adjacent states. Sugar Steel specializes in carbon structural products such as beams, angles, tubes, squares, channels, pipes, bars, basement columns, sheets and flats, and provides value-added processing services such as sawing, shearing, flame-cutting, plasma-cutting, angle-cutting, cambering, splitting and shot blasting. The acquisition provides us with the ability to expand our Long Products Segment in this strategic market.

We believe we have demonstrated an ability to integrate acquisitions into our existing operations principally due to our decentralized management and operating structure which allows local managers the ability to make strategic operating decisions at the levels necessary that affect their markets.

As a result of the Platinum Acquisition, the results of operations of PNA for the period from January 1, 2006 to May 9, 2006 are represented by the Predecessor company balances, and results of operations of PNAG Holding for the periods from May 10, 2006 to December 31, 2006, the year ended December 31, 2007 and the three months ended March 31, 2007 and 2008 are represented by the Successor company balances. As a result of the application of purchase accounting, certain Successor company balances and amounts presented in the consolidated financial statements and footnotes are not comparable with those of the Predecessor company. In addition, as a result of the MSC Acquisition, our results of operations for periods subsequent to May 31, 2006 include the operations of MSC while our results of operations for periods prior to June 1, 2006 do not include the operations of MSC. As a result of the acquisition of Precision Flamecutting, our results of operations for periods subsequent to December 23, 2007 include the operations of Precision Flamecutting while our results of operations for periods prior to December 24, 2007 do not include the operations of Precision Flamecutting. Moreover, as a result of the acquisition of Sugar Steel, our results of operations for periods subsequent to March 13, 2008 include the operations of Sugar Steel while our results of operations for periods prior to March 14, 2008 do not include the operations of Sugar Steel.

We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, and therefore consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we used in applying critical accounting policies. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely event that would result in materially different amounts being reported.

In accordance with Staff Accounting Bulletin 104, Revenue Recognition, we recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, collection is reasonably assured, and the sale price is fixed and determinable. Risk of loss for products shipped passes at the time of shipment when shipments are made by common carrier or at delivery when our trucks are used.

Sales prices to customers are determined at the inception of the agreement to purchase. No cancellation or termination provisions are included in our agreements notwithstanding customary rights to return products which relate to non-conformities, defects and specifications. Provisions are made, based on experience, for estimated returns in accordance with Statement of Financial Accounting No. 48, Revenue Recognition When Right of Return Exists, and have been immaterial in the past.

In limited circumstances, we will deliver goods on consignment. In those cases, billing occurs when the goods are used by the customer, or after the lapse of a specified period of time, whichever comes first.

Net sales include tolling income where we process steel for a fee, without taking either title in the inventory or the associated price risk of the steel. Tolling income has historically been less than 2% of our total net sales.

We record trade accounts receivable net of provisions for estimated returns. Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of trade accounts receivable. Collections on our accounts receivable are made through several lockboxes maintained by our lenders. Concentrations of credit risk with respect to trade accounts receivable are within several industries. Generally, credit is extended once appropriate credit history and references have been obtained. We perform ongoing credit evaluations of customers and set credit limits based upon reviews of customers’ current credit information and payment history. We monitor customer payments and maintain a provision for estimated credit losses based on historical experience and specific customer collection issues that we have identified. Provisions to the allowance for

doubtful accounts are made monthly and adjustments are made periodically based upon our expected ability to collect all such accounts. In some cases, especially in sales to the fabrication industry, we utilize security instruments (e.g., notices to furnish and materialman’s liens) to protect our position.

Uncertainties with respect to the allowance for doubtful accounts are inherent in the preparation of financial statements. At December 31, 2006 and 2007, and March 31, 2008, the allowance for doubtful accounts was $5.4 million, $5.0 million and $5.4 million, respectively. The rate of future credit losses may not be similar to past experience.

Inventories are stated at the lower of cost or market. Our inventories are principally accounted for by either specific identification or average cost method accounting, although one subsidiary, Sugar Steel, accounts for inventory on the LIFO method. We regularly review inventory on hand and when necessary record provisions for damaged and slow-moving inventory based on historical and current sales trends. Changes in product demand and our customer base may affect the value of inventory on hand which may require higher provisions for damaged and slow-moving inventory. Provisions for damaged and slow-moving inventory at December 31, 2006, December 31, 2007 and March 31, 2008 were not material.

We evaluate goodwill on an annual basis and whenever events or changes in circumstances indicate that a carrying amount may not be fully recoverable. Long-lived assets, including property, plant and equipment and amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Events or changes in circumstances which could trigger an impairment review include significant underperformance relative to our historical or projected future operating results, significant changes in the manner or the use of our assets or the strategy for our overall business, or significant negative industry or economic trends. We assess impairment in accordance with the requirements of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. We assess the impairment of goodwill and intangible assets in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets. We determine the recoverability of the assets by comparing the carrying amount of the assets to net future cash flows that the assets are expected to generate. We record an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed and the impairment we recognize is the amount by which the carrying amount exceeds the fair market value of the asset.

With limited exception, we believe that all deferred income tax assets will more likely than not be fully realized in the future. As such, we generally do not record any valuation allowances to reduce deferred income tax assets. With respect to certain state net operating loss carryforwards and other state deferred income tax assets generated by two of our reporting members, however, we have concluded that sufficient doubt exists as to whether any benefit will be realized from the future utilization of these deferred state income tax assets. As such, we have recorded a valuation allowance of $1.3 million against the full amount of these deferred state income tax assets as of March 31, 2008.

We record liabilities for potential tax deficiencies. These liabilities are based on management’s judgment of the risk of loss for items that have been or may be challenged by taxing authorities. In the event that we were to determine that tax-related items would not be considered deficiencies or that items previously not considered to be potential deficiencies could be considered potential tax deficiencies (as a result of an audit, tax ruling or other positions or authority), an adjustment to the liability would be recorded through income in the period such determination was made.

Effective January 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109, Accounting for Income Taxes, or FIN 48, which clarifies the accounting for uncertainty in income taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation requires that we recognize in our financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. The impact of our reassessment of our tax positions in accordance with FIN 48 did not have a material impact on our results of operations, financial condition or liquidity.

We determined we had no unrecognized tax benefit as of January 1, 2008, and therefore, there was no effect on our retained earnings as of January 1, 2008 as a result of the adoption of FIN 48. As of March 31, 2008, we had an unrecognized tax benefit of $0.8 million. We also determined that if the total amount of unrecognized tax benefits recorded as of March 31, 2008 were actually recognized, the impact on our effective tax rate would be immaterial. Any potential penalties and interest related to unrecognized tax benefits are included in income tax expense in the accompanying interim condensed consolidated financial statements. The tax years ended December 31, 2004 and 2005, the periods January 1, 2006 to May 9, 2006 and May 10, 2006 to December 31, 2006, and the tax year ended December 31, 2007 remain open and subject to examination in the following significant income tax jurisdictions: Federal, Alabama, Arizona, California, Connecticut, Florida, Georgia, Indiana, Illinois, Ohio, South Carolina, Texas and Virginia.

Our employee pension plan costs and obligations are dependent on assumptions including discount rates, salary growth, long-term return on plan assets, retirement rates, mortality rates and other factors. Actual results that differ from our assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expense and recorded obligation in such future periods. While there have not been significant differences between important assumptions and actual experience in the past and we believe that the assumptions we currently use are appropriate, significant differences in actual experience or significant changes in assumptions can occur and would affect our pension costs and obligations. A key assumption used in valuation of the projected benefit obligation is that of the discount rate. In setting this rate, we utilized several bond indexes including the annualized Moody’s “Aa rated” bond index, the Citigroup Yield Curve and the Aon Yield Curve as we believe they most closely match the timing of expected future benefit payments. The indexes ranged from 5.80% to 6.20% and we elected to use a discount rate of 6.00% as of the December 31, 2007 valuation. Other key assumptions used in valuing projected benefit obligation and plan assets in 2007 are set forth below:

Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2008

The table below presents our results of operations for the three months ended March 31, 2007 and 2008 (in thousands, except average realized price per ton sold).

Net sales. Net sales, including tolling income, increased $66.7 million, or 16.4%, from $407.3 million for the three months ended March 31, 2007 to $474.0 million for the three months ended March 31, 2008. Of the increase, $19.9 million related to the acquisitions of Precision Flamecutting in December 2007 and Sugar Steel in March 2008. The remainder of the increase was primarily due to an increase in the average realized price per ton sold of 9.2% (exclusive of Precision Flamecutting’s and Sugar Steel’s average realized price per ton sold) and an increase in tons sold of 2.1% (exclusive of Precision Flamecutting’s and Sugar Steel’s tons sold).

Cost of materials sold. Cost of materials sold increased $48.6 million, or 14.5%, from $335.5 million for the three months ended March 31, 2007 to $384.1 million for the three months ended March 31, 2008. Of the increase, $14.2 million related to the acquisitions of Precision Flamecutting in December 2007 and Sugar Steel in March 2008. The remainder of the increase was primarily due to an increase in the average realized cost per ton sold of 7.9% (exclusive of Precision Flamecutting’s and Sugar Steel’s average realized cost per ton sold) and an increase in tons sold of 2.1% (exclusive of Precision Flamecutting’s and Sugar Steel’s tons sold).

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $7.1 million, or 16.7%, from $42.4 million for the three months

ended March 31, 2007 to $49.5 million for the three months ended March 31, 2008. Of the increase, $3.2 million was related to the acquisitions of Precision Flamecutting in December 2007 and Sugar Steel in March 2008. The remainder of the increase was due to a number of factors including increased compensation costs associated with (i) profit based incentive plans, which we refer to as Profit Plans, that allow certain of our employees to participate at varying levels in the profits of our business, (ii) incremental processing and warehousing costs associated with the increase in volumes shipped and (iii) increased operating expenses such as energy costs.

Amortization and depreciation. Amortization of intangibles increased $1.0 million from $1.4 million for the three months ended March 31, 2007 to $2.4 million for the three months ended March 31, 2008. Depreciation expense increased $0.2 million from $1.6 million for the three months ended March 31, 2007 to $1.8 million for the three months ended March 31, 2008. The increases were primarily related to the acquisitions of Precision Flamecutting in December 2007 and Sugar Steel in March 2008.

Interest expense. Interest expense increased $4.4 million from $13.1 million for the three months ended March 31, 2007 to $17.5 million for the three months ended March 31, 2008 due to a number of factors. The Floating Rate Notes were issued February 12, 2007. Therefore, they were outstanding for only a portion of the three months ended March 31, 2007 as compared to the entire period for the three months ended March 31, 2008. Interest expense also increased due to an increase in the average outstanding balance of PNA’s senior secured revolving credit facility which increased from $172.0 million for the three months ended March 31, 2007 to $257.3 million for the three months ended March 31, 2008. Several factors contributed to the level of borrowing under the secured revolving credit facility including increased working capital needs due to increases in inventory resulting from the rising cost of raw materials and larger sales volumes as well as financing needs due to the acquisitions of Precision Flamecutting in December 2007 and Sugar Steel in March 2008. The remainder of the increase was due to the change in fair value of the outstanding swap agreements which accounted for an incremental expense of $0.7 million for the three months ended March 31, 2008 compared to the same period in the prior year (see Derivative Financial Instrument below).

Income tax expense. Income tax expense increased from $5.1 million for the three months ended March 31, 2007 to $7.6 million for the three months ended March 31, 2008. Income tax expense represented 38.2% and 40.6% of income before income tax expense for the three months ended March 31, 2007 and 2008, respectively. A portion of the increase is due to certain corporate expenses not being deductible for state taxes as well as other permanent differences between taxable income and book income.

Results by Segment— Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2008

The table below presents our results of operations for our Long Products and Plate segment for the three months ended March 31, 2007 and 2008 (in thousands, except average realized price per ton sold).

Net sales. Net sales increased $50.9 million, or 17.2%, from $296.7 million for the three months ended March 31, 2007 to $347.6 million for the three months ended March 31, 2008. Of the increase, $19.9 million related to the acquisitions of Precision Flamecutting in December 2007 and Sugar Steel in March 2008. The remainder of the increase was primarily due to an increase in average realized price per ton sold of 13.7% (exclusive of Precision Flamecutting’s, and Sugar Steel’s, average realized price per ton sold) which was partially offset by a decrease in tons sold of 2.8% (exclusive of Precision Flamecutting’s, and Sugar Steel’s, tons sold).

Cost of materials sold. Cost of materials sold increased $35.6 million, or 14.8%, from $241.3 million for the three months ended March 31, 2007 to $276.9 million for the three months ended March 31, 2008. Of the increase, $14.2 million related to the acquisitions of Precision Flamecutting in December 2007 and Sugar Steel in March 2008. The remainder of the increase was primarily due to an increase in average realized cost per ton sold of 12.2% (exclusive of Precision Flamecutting’s, and Sugar Steel’s average realized cost per ton sold) which was partially offset by a decrease in tons sold of 2.8% (exclusive of Precision Flamecutting’s, and Sugar Steel’s, tons sold).

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $5.9 million, or 20.8%, from $28.4 million for the three months ended March 31, 2007 to $34.3 million for the three months ended March 31, 2008. Of the increase, $3.2 million was related to the acquisitions of Precision Flamecutting in December 2007 and Sugar Steel in March 2008. The remainder of the increase was due to a number of factors including increased compensation costs associated with Profit Plans and increased operating expenses such as energy costs.

Amortization and depreciation. Depreciation and amortization expense increased $1.3 million from $2.1 million for the three months ended March 31, 2007 to $3.4 million for the three months ended March 31, 2008. The increase was primarily related to the acquisitions of Precision Flamecutting in December 2007 and Sugar Steel in March 2008.

The table below presents our results of operations for our Flat Rolled segment for the three months ended March 31, 2007 and 2008 (in thousands, except average realized price per ton sold).

Net sales. Net sales, including tolling income, increased $15.9 million, or 14.4%, from $110.6 million for the three months ended March 31, 2007 to $126.5 million for the three months ended March 31, 2008. The increase was primarily related to a 13.8% increase in volumes sold and a 0.9% increase in average realized price per ton sold.

Cost of materials sold. Cost of materials sold increased $13.0 million, or 13.8%, from $94.2 million for the three months ended March 31, 2007 to $107.2 million for the three months ended March 31, 2008. The increase was primarily related to a 13.8% increase in volumes sold.

Amortization and depreciation. Depreciation and amortization expense of $0.7 million for the three months ended March 31, 2007 remained level with the expense for the three months ended March 31, 2008 given that we did not make any acquisitions in this business segment nor did we experience any significant fixed asset additions.

Corporate expenses remained relatively consistent with prior year levels increasing $0.2 million, or 7.4%, from $2.7 million for the three months ended March 31, 2007 to $2.9 million for the three months ended March 31, 2008. The increase was the result of incremental costs incurred in 2008 related to the provision for the management incentive plan, which we refer to as the Participation Plan, of $0.5 million offset by decreases in other corporate expenses such as audit fees and personnel costs.

Year Ended December 31, 2006 Successor and Predecessor Company Results – Combined Non-GAAP

The following tables present our combined results of operations, consolidated and by segment, for the year ended December 31, 2006. For purposes of arriving at our results for the year ended December 31, 2006, we combined the results of PNAG Holding and its consolidated subsidiaries, our Successor company, for the period from May 10, 2006 to December 31, 2006 and the results of PNA and its consolidated subsidiaries, our Predecessor company, for the period from January 1, 2006 to May 9, 2006.

Accounting principles generally accepted in the United States of America, or GAAP, do not allow for such combination of Predecessor and Successor financial results and this approach yields results that are not comparable on a period-to-period basis due to the new basis of accounting established at the date of the Platinum Acquisition. We believe the combined results provide the most meaningful way to comment on our results of operations for the year ended December 31, 2006 compared to the same period in the prior year because discussion of a partial period consisting of the period from May 10, 2006 to December 31, 2006 compared to the year ended December 31, 2005 would not be meaningful. The combined information is the result of merely adding the Successor and Predecessor columns and does not include any pro forma assumptions or adjustments.

The table below presents our results of operations for the periods from January 1, 2006 to May 9, 2006 (Predecessor) and May 10, 2006 to December 31, 2006 (Successor) and the combination of the results of these periods (in thousands).

The tables below present our results of operations on a consolidated basis and by segment for the periods from January 1, 2006 to May 9, 2006 (Predecessor) and May 10, 2006 to December 31, 2006 (Successor) and the combination of the results of these periods (dollars and tons in thousands). The combined information is the result of merely adding the Successor Company and Predecessor Company amounts and does not include any pro forma assumptions or adjustments.

The table below presents our results of operations for the years ended December 31, 2006 (Combined) and 2007 (in thousands, except average realized price per ton sold).

Net sales. Net sales, including tolling income, increased $71.1 million, or 4.6%, from $1,561.4 million for the year ended December 31, 2006 to $1,632.5 million for the year ended December 31, 2007. The increase was primarily related to $78.5 million of incremental full-year sales in 2007 of MSC which was acquired May 31, 2006 as well as an increase in average realized price per ton sold of 2.6% (exclusive of MSC’s average realized price per ton sold) offset by a decrease in tons sold of 2.9% (exclusive of MSC tons sold) and decrease in tons tolled of 14.4%.

Cost of materials sold. Cost of materials sold increased $87.9 million, or 6.9%, from $1,265.9 million for the year ended December 31, 2006 to $1,353.8 million for the year ended December 31, 2007. Of the increase, $69.9 million related to incremental full-year cost of materials sold in 2007 of MSC which was acquired on May 31, 2006. The remainder of the increase was primarily due to a 4.6% increase in average cost per ton sold (exclusive of MSC tons sold).

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $13.6 million, or 8.2%, from $164.9 million for the year ended December 31, 2006 to $178.5 million for the year ended December 31, 2007. Of the increase, $7.9 million was due to the addition of MSC which was acquired on May 31, 2006. The remainder of the increase in selling, general and administrative costs was primarily related to Participation Plan payments paid to management in 2007 of $7.1 million offset by non-recurring transaction bonuses paid to management in 2006 of $3.9 million.

Amortization and depreciation. Amortization of intangibles for the years ended December 31, 2006 and 2007 is related to the Platinum Acquisition and the MSC Acquisition, both completed in May 2006. Amortization expense increased from $4.1 million for the year ended December 31, 2006 to $5.4 million for the year ended December 31, 2007 primarily due to there being a full year of amortization recorded in 2007 as compared to a partial year for 2006. Depreciation expense decreased from $7.1 million for the year ended December 31, 2006 to $6.2 million for the year ended December 31, 2007 primarily due to the Platinum Acquisition in which estimated fair value of net assets acquired exceeded the purchase price. This estimated fair value of net assets acquired in excess of the purchase price was allocated as a pro rata reduction of long-lived assets resulting in a reduction of the carrying value of property, plant and equipment and a corresponding decrease in depreciation beginning in 2006. Thus, this reduced level of depreciation expense was recorded for all of 2007 as compared to a portion of 2006. This decrease was partially offset by incremental depreciation expense of $0.2 million in 2007 compared to 2006 from the MSC Acquisition in May 2006.

Interest expense. Interest expense increased from $27.0 million for the year ended December 31, 2006 to $63.1 million for the year ended December 31, 2007 primarily due to (a) the $250.0 million unsecured Senior Notes sold in August 2006, (b) the issuance in February 2007 of $170 million aggregate principal amount at maturity of the Floating Rate Notes and (c) $49.9 million in mortgage loans at Travel Main taken out in September 2006. These increases in borrowings under the lending arrangements are principally related to the financing of the Platinum Acquisition and the financing of dividends to Platinum.

Income tax expense. Income tax expense decreased from $33.8 million for the year ended December 31, 2006 to $12.3 million for the year ended December 31, 2007. Income tax expense represented 36.8% and 48.1% of income before income tax expense for the years ended December 31, 2006 and 2007, respectively. The increase in the effective tax rate is primarily due to the decrease in book pre-tax income in 2007 and the recording of a valuation allowance against certain state net operating loss carryforwards and other state deferred income tax assets for which it is not more-likely-than-not that a benefit will ultimately be realized.

Results by Segment—Year Ended December 31, 2006 Compared to Year Ended December 31, 2007

The table below presents our results of operations for our Long Products and Plate Segment for the years ended December 31, 2006 (Combined) and 2007 (in thousands, except average realized price per ton sold).

Net sales. Net sales increased $115.5 million, or 10.7%, from $1,079.4 million for the year ended December 31, 2006 to $1,194.9 million for the year ended December 31, 2007. Of the increase, $78.5 million related to incremental full-year net sales in 2007 of MSC which was acquired on May 31, 2006. The remainder of the increase was due to the increase in the average realized price per ton sold of 4.2% (exclusive of MSC tons sold).

Cost of materials sold. Cost of materials sold increased $121.3 million, or 14.2%, from $856.7 million for the year ended December 31, 2006 to $978.0 million for the year ended December 31, 2007. Of the increase, $69.9 million related to incremental full-year cost of materials sold in 2007 of MSC which was acquired on May 31, 2006. The remainder of the increase was primarily due to a 7.0% increase in average cost per ton sold (exclusive of MSC tons sold).

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $12.1 million, or 11.4%, from $106.6 million for the year ended December 31, 2006 to $118.7 million for the year ended December 31, 2007. Of the increase, $7.9 million was due to the addition of MSC which was acquired on May 31, 2006. The remainder of the increase was due primarily to $3.4 million in Participation Plan payments made in 2007 and $0.8 million in expenses related to Sarbanes-Oxley external consulting services.

Amortization and depreciation. Depreciation and amortization expense increased $1.2 million from $7.2 million for the year ended December 31, 2006 to $8.4 million for the year ended December 31, 2007 primarily due to an increase in amortization expense of $1.2 million. Amortization of intangibles is related to the Platinum Acquisition and the MSC Acquisition, both completed in May 2006 and the increase is primarily due to there being a full year of amortization recorded in 2007 as compared to a partial year for 2006.

The table below presents our results of operations for our Flat Rolled Segment for the years ended December 31, 2006 (Combined) and 2007 (in thousands, except average realized price per ton sold).

Net sales. Net sales decreased $44.5 million, or 9.2%, from $482.0 million for the year ended December 31, 2006 to $437.5 million for the year ended December 31, 2007. The decrease was primarily due to a decrease in volume sold of 7.5% as well as a 1.9% decrease in average realized price per ton sold.

Cost of materials sold. Cost of materials sold decreased $33.4 million, or 8.2%, from $409.2 million for the year ended December 31, 2006 to $375.8 million for the year ended December 31, 2007. The decrease was primarily due to a decrease in volume sold of 7.5% as well as a 0.7% decrease in average cost per ton sold.

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses decreased by $2.2 million, or 4.4%, from $50.0 million for the year ended December 31, 2006 to $47.8 million for the year ended December 31, 2007. In general, processing and distribution costs decreased in 2007 as a large percentage of steel sold in the Flat Rolled segment receives some form of value-added processing, and therefore, the reduction in these expenses is commensurate with the 7.5% decrease in tons of steel sold in 2007 compared to the prior year. Decreases in processing and distribution costs were partially offset by some increases in corporate general and administrative expenses including $2.0 million in Participation Plan payments made in 2007.

Amortization and depreciation. Depreciation and amortization expense decreased $1.1 million from $3.7 million for the year ended December 31, 2006 to $2.6 million for the year ended December 31, 2007 primarily due to the reduction in depreciation expense resulting from the Platinum Acquisition in which estimated fair value of net assets acquired exceeded the purchase price. This estimated fair value of net assets acquired in excess of the purchase price was allocated as a pro rata reduction of long-lived assets resulting in a reduction of the carrying value of property, plant and equipment and a corresponding decrease in depreciation beginning in May 2006. Thus, this reduced level of depreciation expense affected all of 2007 as compared to a portion of 2006.

This category reflects administrative costs and expenses management has not allocated to its reportable segments. These costs include compensation for executive officers and support staff, professional fees for audit, tax and legal services, consulting fees, travel and entertaining and depreciation and amortization. Corporate expenses rose by $4.1 million, or 47.7%, from $8.6 million for the year ended December 31, 2006 to $12.7 million for the year ended December 31, 2007. This was due primarily to increases in personnel costs of $2.7 million, initial public offering costs incurred and written off in fiscal year 2007 totaling $2.2 million, Participation Plan payments of $1.8 million and increases in audit and other professional fees of $0.8 million which were all partially offset by transaction bonuses paid in 2006 of $3.9 million.

The table below presents our results of operations for the years ended December 31, 2005 and 2006 (Combined) (in thousands)

Net sales. Net sales including tolling income increased $311.1 million, or 24.9%, from $1,250.3 million for the year ended December 31, 2005 to $1,561.4 million for the year ended December 31, 2006. Of the increase, $102.1 million related to the addition of sales in 2006 of MSC, which was acquired on May 31, 2006. The remainder of the increase was primarily due to an increase in average realized prices of 5.6%, an increase in volumes tolled of 8.5% and an increase in volumes sold of 10.6% (exclusive of MSC tons sold).

Cost of materials sold. Cost of materials sold increased $215.9 million, or 20.6%, from $1,050.0 million for the year ended December 31, 2005 to $1,265.9 million for the year ended December 31, 2006. Of the increase, $78.4 million related to additional cost of materials sold in 2006 of MSC which was acquired on May 31, 2006. The remainder of the increase was primarily due to a 2.4% increase in average cost per ton sold and increase in volumes sold of 10.6% (exclusive of MSC tons sold).

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $37.0 million, or 28.9%, from $127.9 million for the year ended December 31, 2005 to $164.9 million for the year ended December 31, 2006. Of the increase, $7.0 million was due to the addition of MSC which was acquired on May 31, 2006. Increases in selling, general and administrative costs were primarily related to annual monitoring fees of $5.0 million paid to Platinum subsequent

to the Platinum Acquisition pursuant to a corporate advisory services agreement, transaction bonuses paid to management in 2006 of $3.9 million and an increase in employee incentives paid through our Profit Plans of $10.5 million. The remainder of the increase of approximately $10.6 million was less than the proportionate increase in tons shipped over the period which is representative of the relatively fixed nature of certain operating expenses, particularly administrative costs.

Amortization and depreciation. Amortization of intangibles for the year ended December 31, 2006 is related to the Platinum Acquisition and the MSC Acquisition, both completed in May 2006. The decrease in depreciation is related primarily to the Platinum Acquisition in which estimated fair value of net assets acquired exceeded the purchase price. This estimated fair value of net assets acquired in excess of the purchase price was allocated as a pro rata reduction of long-lived assets resulting in a reduction of the carrying value of property, plant and equipment and a corresponding decrease in depreciation in 2006 compared to 2005. This decrease was partially offset by additional depreciation expense of $0.3 million from the MSC Acquisition.

Interest expense. Interest expense increased from $5.5 million for the year ended December 31, 2005 to $27.0 million for the year ended December 31, 2006 due to (a) additional borrowings under PNA’s senior secured credit facilities, which increased from $58.6 million at December 31, 2005 to $164.3 million at December 31, 2006, (b) the $250.0 million unsecured Senior Notes and (c) $49.9 million in mortgage loans at Travel Main. The increase in borrowings under the various lending arrangements is principally related to the financing of the Platinum Acquisition and the MSC Acquisition in May 2006.

Income tax expense. Income tax expense increased from $21.8 million for the year ended December 31, 2005 to $33.8 million for the year ended December 31, 2006. Income tax expense represented 37.9% and 36.8% of income before income tax expense for the years ended December 31, 2005 and 2006, respectively. The decrease in income tax expense as a percentage of income before income tax expense is primarily due to the MSC Acquisition, the profits of which are not subject to state tax, thereby reducing the average tax rate compared to the prior year.

Results by Segment—Year Ended December 31, 2005 Compared to Year Ended December 31, 2006

The table below presents our results of operations for our Long Products and Plate Segment for the years ended December 31, 2005 and 2006 (Combined) (in thousands).

Net sales. Net sales increased $350.7 million, or 48.1%, from $728.7 million for the year ended December 31, 2005 to $1,079.4 million for the year ended December 31, 2006. Of the increase, $102.1 million related to the addition of sales in 2006 of MSC, which was acquired on May 31, 2006. The remainder of the increase was primarily due to an increase in average realized prices per ton of 10.1% and an increase in volumes sold of 21.8% (exclusive of MSC tons sold).

Cost of materials sold. Cost of materials sold increased $264.1 million, or 44.6%, from $592.6 million for the year ended December 31, 2005 to $856.7 million for the year ended December 31, 2006. Of the increase, $78.4 million related to additional cost of materials sold in 2006 of MSC, which was acquired on May 31, 2006. The remainder of the increase was primarily due to a 7.8% increase in average cost per ton sold and an increase in volumes sold of 21.8% (exclusive of MSC tons sold).

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $30.2 million, or 39.5%, from $76.4 million for the year ended December 31, 2005 to $106.6 million for the year ended December 31, 2006. Of the increase, $7.0 million was due to the addition of MSC, which was acquired on May 31, 2006. In addition, selling, general and administrative expenses increased primarily due to annual monitoring fees of $3.0 million (allocation based on 2005 net sales, out of an aggregate fee of $5.0 million) paid to Platinum subsequent to the Platinum Acquisition pursuant to a corporate advisory services agreement, and an increase in employee incentives paid through our Profit Plans of $10.5 million. The remainder of the increase was due to increases in processing and distribution costs resulting from increases in volumes shipped.

Amortization and depreciation. Amortization of intangibles for the year ended December 31, 2006 is related to the Platinum Acquisition and the MSC Acquisition, both completed in May 2006, which totaled $4.0 million for the period. There was no amortization expense for the year ended December 31, 2005. Depreciation decreased primarily due to the Platinum Acquisition in which estimated fair value of net assets acquired exceeded the purchase price. This estimated fair value of net assets acquired in excess of the purchase price was allocated as a pro rata reduction of long-lived assets resulting in a reduction of the carrying value of property, plant and equipment and a corresponding decrease in depreciation in 2006 compared to 2005. This decrease was partially offset by additional depreciation expense of $0.3 million from the MSC Acquisition.

The table below presents our results of operations for our Flat Rolled Segment for the years ended December 31, 2005 and 2006 (Combined) (in thousands).

Net sales. Net sales, including tolling income, decreased $39.6 million, or 7.6%, from $521.6 million for the year ended December 31, 2005 to $482.0 million for the year ended December 31, 2006. The decrease was primarily related to a 5.1% decline in volumes sold combined with a 3.4% decline in average realized prices per ton, which were partially offset by an 8.5% increase in tolled volumes.

Cost of materials sold. Cost of materials sold decreased $48.3 million, or 10.6%, from $457.5 million for the year ended December 31, 2005 to $409.2 million for the year ended December 31, 2006. The decrease was primarily related to a 5.7% decline in the average cost per ton sold combined with a 5.1% decline in volumes sold.

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $1.1 million, or 2.3%, from $48.9 million for the year ended December 31, 2005 to $50.0 million for the year ended December 31, 2006. The increase is primarily due to annual monitoring fees of $2.0 million (allocation based on 2005 net sales, out of an aggregate fee of $5.0 million) paid to Platinum pursuant to the corporate advisory services agreement which were offset by a decrease in pension related costs of $1.4 million principally related to curtailment of the Feralloy plans.

Amortization and depreciation. Depreciation decreased primarily due to the Platinum Acquisition in which estimated fair value of net assets acquired exceeded the purchase price. This estimated fair value of net assets acquired in excess of the purchase price was allocated as a pro rata reduction of long-lived assets resulting in a reduction of the carrying value of property, plant and equipment and a corresponding decrease in depreciation in 2006 compared to 2005.

This category reflects administrative costs and expenses management has not allocated to its reportable segments. These costs include compensation for executive officers and support staff, professional fees for audit, tax and legal services, consulting fees, travel and entertaining and depreciation and amortization. Corporate expenses rose by $6.0 million, or 231%, from $2.6 million for the year ended December 31, 2005 to $8.6 million for the year ended December 31, 2006. This was due to transaction bonuses of $3.9 million, increase in audit and other professional fees of $1.3 million and consultancy fees of $0.5 million.

Our primary sources of liquidity are borrowings under PNA’s revolving credit facility and our cash flow from operations. Under the terms of PNA’s revolving credit facility, we may currently borrow up to an amount equal to 65% of eligible inventory, limited to $260 million, plus 85% of eligible accounts receivable. As of March 31, 2008, we had approximately $11.6 million of cash on hand and approximately $97.4 million available under PNA’s revolving credit facility. The following discussion of the principal sources and uses of cash should be read in conjunction with our Consolidated Statements of Cash Flows for the three months ended March 31, 2008, and the year ended December 31, 2007 and 2006 included elsewhere in this prospectus. See also “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto.

Although we do not produce any metal, our financial performance is affected by changes in metal prices. When metal prices rise, the prices at which we are able to sell our products generally increase over their historical costs; accordingly, our cost of materials sold as a percent of net sales tends to decrease and our working capital (which consists primarily of accounts receivable and inventory) tends to increase. Conversely, when metal prices fall, our cost of materials sold as a percent of net sales tends to increase and working capital tends to decrease. Our working capital (current assets less current liabilities) increased from $431.2 million at

December 31, 2007 to $520.5 million at March 31, 2008 primarily due to increases in inventory and accounts receivable (including the allowance for doubtful accounts) of $60.0 million and $50.7 million, respectively, and a decrease in other payables of $9.1 million. These increases in working capital items were offset by increases in accounts payable of $18.6 million and current income taxes payable of $7.3 million. The increases in inventory and accounts receivable were partially due to the acquisition of Sugar Steel which accounted for $18.6 million and $15.7 million, respectively, of the increases. The remainder of the increases in inventory and accounts receivable were primarily due to increases in our sales volumes, average price per ton sold (in the case of accounts receivable) and average cost per ton of raw materials (in the case of inventory). The decrease in other payables was primarily related to the timing of interest payments due on the PNA Notes and the payment of fiscal year 2007 bonuses during the first quarter of 2008. The increase in accounts payable was partially due to the acquisition of Sugar Steel which accounted for $10.2 million of the increase. The remainder of the increase was primarily due to the increase in our sales volumes and average cost per ton of raw materials. Income taxes payable increased primarily due to the increase in income before taxes for the first quarter of 2008 compared to the fourth quarter of 2007 and the timing of federal and state income tax payments.

Our working capital (current assets less current liabilities) increased from $426.2 million at December 31, 2006 to $431.2 million at December 31, 2007 primarily due to decreases in other payables of $11.7 million, income taxes payable of $8.3 million and accounts payable of $5.4 million which contributed to the increase in working capital offset by a decrease in inventory of $18.5 million. Other payables decreased due to payments of $8.1 million as additional purchase price consideration to the former owners of PNA and $5.3 million in deferred consideration payable to the former owner of MSC. The decrease in income taxes payable is primarily due to reduction in pre-tax income due in part to higher interest costs incurred in 2007 related to the issuance of the Floating Rate Notes in February 2007. The decreases in inventory and accounts payable were primarily due to a decrease in sales, and consequently purchases, in the three months ended December 31, 2007 compared to the three months ended December 31, 2006. Inventory levels also decreased due to continued efforts on our part to increase operating efficiencies and reduce inventory on hand.

Changes in steel prices also affect our liquidity because of the time difference between our payment for raw materials and collection of cash from our customers. We tend to pay for replacement materials (which are more expensive when steel prices are rising) over a shorter period than the time it typically takes to collect our accounts receivable after the sale of our products. As a result, when metal prices are rising, we tend to draw more on PNA’s revolving credit facility to cover the cash flow cycle from material purchase to cash collection. This cash requirement for working capital is higher in periods when we are increasing inventory quantities. When metal prices fall, we can replace our inventory at lower cost and, thus, generally do not need to access PNA’s revolving credit facility as much to cover the cash flow cycle. We believe our cash flow from operations, supplemented by the cash available under PNA’s revolving credit facility, will provide sufficient liquidity to meet the challenges and obligations we face during the current metal price environment.

We have recently implemented several expansion projects to increase capacity at certain of our facilities that are expected to increase our capacity beginning in middle to late 2008. We presently have budgeted for capital improvements and maintenance projects including the building of two new facilities, one each by Infra-Metals and MSC, and the expansions at certain of our existing facilities. The total budgeted cost of these projects is approximately $40 million which is expected to be expended largely in 2008 though a portion of this amount may be expended in 2009. The capital expenditures are expected to be financed through our cash flow from operations and, if necessary, advances under our revolving credit facility except for approximately $10.5 million in financing anticipated to be provided under a state-sponsored loan and bond issue for the budgeted Infra-Metals facility. We currently anticipate that the planned new facilities will be completed in late 2008 or in early 2009.

As of March 31, 2008, (i) the aggregate principal amount outstanding under PNA’s revolving credit facility is $301.3 million, (ii) the aggregate principal amount outstanding under the Preussag Seller Note (as defined herein) is $11.0 million, (iii) the aggregate principal amount of Floating Rate Notes outstanding is $170.0 million and (iv) the aggregate principal amount of PNA Notes outstanding is $250.0 million.

The interest rate per annum applicable to revolver loans made or outstanding under PNA’s revolving credit facility as base rate loans is equal to the base rate in effect, and the interest rate per annum applicable to revolver loans made or outstanding under PNA’s revolving credit facility as LIBOR loans is equal to the relevant adjusted LIBOR rate for the applicable interest period selected by PNA, in each case plus an applicable margin percentage. There are no principal payments required under the revolving credit facility until May 2011, the maturity date thereof. Interest accrues on the outstanding principal amount of the Preussag Seller Note at 8% per annum, and, subject to certain exceptions, we must make principal payments of $1 million on each anniversary of the issuance of the Preussag Seller Note. The Floating Rate Notes mature in 2013 and interest thereon is currently payable on a quarterly basis at three-month LIBOR plus a spread; however, we anticipate repaying the Floating Rate Notes in full with the proceeds of this offering. The PNA Notes mature in 2016 and interest thereon is payable semiannually at a rate of 10³/4% per annum.

PNA’s senior secured credit facility requires that PNA comply with a consolidated fixed charge coverage test if a “trigger event” occurs. A trigger event occurs when average availability under the revolving credit facility during a consecutive 5 business day period is less than $45 million, or availability is less than $40 million at the close of business on any business day. Under the consolidated fixed charge coverage test, the consolidated fixed charge coverage ratio equals (x) “consolidated EBITDA” for the applicable period minus unfinanced capital expenditures for such period minus cash income taxes paid minus distributions over (y) (without duplication) “consolidated fixed charges” for such period. Consolidated EBITDA means, for any fiscal period of PNA, on a consolidated basis (without duplication), an amount equal to the sum for such fiscal period of (i) consolidated adjusted net earnings, plus (ii) provision for taxes based on or determined by reference to income, plus (iii) consolidated interest expense, plus (iv) depreciation, amortization and other non-cash charges. Consolidated fixed charges means, on a consolidated basis, the sum of PNA’s (i) cash interest expense in respect of its funded debt (including with respect to the Preussag Seller Note but excluding interest with respect to the Preussag Seller Note that has been paid through a distribution), plus (ii) scheduled payments of principal on our funded debt, paid during such period (excluding the revolver loans and excluding payments on the Preussag Seller Note that have been paid through a distribution) plus (iii) to the extent not covered in the foregoing clause (ii), principal payments made during such period on subordinated debt (excluding payments on the Preussag Seller Note that have been paid through a distribution).

In addition, PNA’s senior secured credit facility also includes certain customary negative covenants, such as restrictions on our ability and the ability of its subsidiaries to incur additional indebtedness or liens, pay dividends (only to the extent that availability under the revolver is less than $40 million), make certain investments, engage in business combinations, sell assets or transact with affiliates. Both the Floating Rate Notes and the PNA Notes contain similar negative covenants to those contained in PNA’s senior secured credit facility.

The payment obligations under any indebtedness of our subsidiaries or us and the restrictive covenants contained in the documents governing such indebtedness may (i) limit our ability to use our cash flow, or obtain additional financing, for future working capital, capital expenditures, acquisitions or other general corporate purposes and (ii) require us to use a substantial portion of our cash flow from operations to make debt service payments.

During the three months ended March 31, 2008, net cash used in operating activities was $43.3 million. Net income for the three months ended March 31, 2008 was $11.1 million of which $4.2 million related to non-cash charges for depreciation and amortization. Therefore, the difference between net income and net cash used in operations for the three months ended March 31, 2008 was $58.6 million, which primarily related to cash used for increases in accounts receivable and inventory of $35.7 million and $26.9 million, respectively, and decrease in accrued expenses of $13.9 million. These uses of cash were partially offset by net cash provided by increases in accounts payable of $8.4 million and income taxes payable of $8.1 million. The increase in accounts receivable was primarily due to increases in our sales volumes and average price per ton sold. Factors affecting the increases in inventory levels and accounts payable outstanding included in part an increase in the average cost per ton of raw materials purchased as well as an increase in our sales volumes in the first quarter of

2008 compared to the fourth quarter of 2007. Net cash used to pay accrued expenses primarily related to interest payments made on the PNA Notes and the payment of fiscal year 2007 bonuses in the first quarter of 2008. Net cash provided by the increase in income taxes payable was primarily related to income taxes payable on first quarter 2008 income generated before tax.

Net cash used in investing activities was $47.8 million for the three months ended March 31, 2008, of which $40.8 million related to net cash used for the acquisition of Sugar Steel in March 2008 and $7.5 million related to purchases of property, plant and equipment.

Net cash used in investing activities was $5.5 million for the three months ended March 31, 2007 related primarily to purchases of property, plant and equipment. Net cash used in investing activities was $73.9 million for the year ended December 31, 2007 related primarily to the acquisition of Precision Flamecutting for $53.9 million, capital expenditures of $14.8 million and the payment in cash of deferred consideration payable to the former owner of MSC of $5.3 million on the first anniversary of the MSC Acquisition.

During the three months ended March 31, 2007, net cash used in operating activities was $15.5 million. Net income for the three months ended March 31, 2007 was $8.2 million. Therefore, the difference between net income and net cash used in operations for the three months ended March 31, 2007 was $23.7 million, which primarily related to cash used for an increase in accounts receivable of $13.0 million due to the increase in net sales over the same period in the prior year and a decrease in accrued expenses of $22.2 million primarily related to interest and bonuses paid partially offset by a decrease in inventory of $15.6 million.

During the year ended December 31, 2007, net cash provided by operating activities was $37.8 million. Net income for the year ended December 31, 2007 was $13.3 million and non-cash charges for depreciation and amortization were $11.6 million. Therefore, the difference between net income plus non-cash charges and net cash provided by operations for the year ended December 31, 2007 was $12.9 million, which primarily related to cash provided of $24.4 million as a result of a decrease in inventory due to our efforts to increase inventory turns. During the periods from January 1, 2006 to May 9, 2006 and from May 10, 2006 to December 31, 2006, net cash used in operating activities was $23.1 million and $50.5 million, respectively, which, combined, total $73.6 million net cash used in operations for the year ended December 31, 2006. Net income for the year ended December 31, 2006 (Combined) totaled $58.1 million. Therefore, the difference between net income and net cash used in operations for the year ended December 31, 2006 (Combined) was $131.7 million, which primarily related to cash used for increases in inventory of $165.4 million due to a somewhat overstocked inventory position level at the end of 2006 caused by extended lead times from steel mills, growth of our operations in 2006 and increases in the market prices of steel over prior years. Also contributing to net cash used in operations were increases in other working capital asset accounts of $24.9 million partially offset by increases in working capital liability accounts of $47.4 million. During the fiscal year ended December 31, 2005, net cash provided by operating activities was $153.1 million, primarily due to a reduction of the quantity of steel held in inventory as we moved from an overstocked position at the end of 2004 to a normal level by December 2005 due to growth of our operations.

Net cash used in investing activities was $2.5 million for the period from January 1, 2006 to May 9, 2006 and $316.7 million for the period from May 10, 2006 to December 31, 2006. Of the $316.7 million net cash used in investing activities during the period from May 10, 2006 to December 31, 2006, $53.7 million was related to the MSC Acquisition and $261.6 million to the Platinum Acquisition, $4.6 million was received from the sale of our Cleveland facility in July 2006 and $4.9 million related to capital expenditures incurred during the period. Net cash used in investing activities was $4.5 million for the fiscal year ended December 31, 2005 primarily related to purchases of property, plant and equipment.

Net cash provided by financing activities was $87.2 million for the three months ended March 31, 2008 primarily related to net proceeds of PNA’s senior secured revolving credit facility.

Net cash provided by financing activities was $107.7 million for the three months ended March 31, 2007 primarily related to proceeds of the Floating Rate Notes which totaled $167.0 million (net of the original issue discount) and net proceeds of $15.4 million under PNA’s senior secured credit facilities. These sources of cash were partially offset by dividends to Platinum of $70.0 million and deferred debt issuance costs primarily related to the issuance of the Floating Rate Notes of $4.3 million.

Net cash provided by financing activities was $38.7 million for the year ended December 31, 2007 primarily related to net proceeds of the Floating Rate Notes in February 2007 of $167.0 million and net borrowings under the revolving credit facility of $49.0 million partially offset by the payment of dividends to Platinum of $166.9 million, financing costs incurred of $6.2 million and dividends paid to minority interest holders of $2.4 million.

Net cash provided by financing activities was $24.8 million for the period from January 1, 2006 to May 9, 2006, primarily from term loan proceeds. Net cash received from financing activities was $378.6 million for the period from May 10, 2006 to December 31, 2006, primarily from the proceeds of the PNA Notes, net proceeds of PNA’s revolving credit facility, the mortgages on our real estate properties and the proceeds from the purchase of common stock from the Platinum Acquisition.

Net cash used in financing activities was $149.1 million for the year ended December 31, 2005 primarily related to repayment of the revolver and term loans under PNA’s senior secured credit facility.

Floating Rate Notes. On February 12, 2007, PNA Intermediate issued $170.0 million aggregate principal amount of its Senior Floating Rate Toggle Notes due 2013, or the Floating Rate Notes. The Floating Rate Notes were offered for sale to the initial purchasers at 98.25% of their principal amount plus accrued interest from and including the date of issuance.

Cash interest on the Floating Rate Notes accrues at a rate per annum, reset quarterly, equal to three-month LIBOR plus the Spread (as defined below), and PIK interest, if any, will accrue at a rate per annum, reset quarterly, equal to three-month LIBOR plus 0.75% plus the Spread. The Spread is 7.00% plus (1) 0.50% for each interest period commencing on or after the earlier of either the date that is 90 days following the consummation of a specified equity offering by PNA Intermediate or any of its direct or indirect parent companies and the first anniversary of the date of issuance of the Floating Rate Notes and (2) an additional 0.50% on or after the first anniversary of the date that is 90 days following the consummation of any such specified equity offering or the second anniversary of the date of issuance of the Floating Rate Notes, as applicable. The initial interest payment on the Floating Rate Notes is payable in cash. For any interest period thereafter, PNA Intermediate may elect to pay interest (1) entirely in cash or (2) entirely by increasing the principal amount of the outstanding Floating Rate Notes or by issuing additional paid-in-kind, or PIK, notes. If PNA Intermediate elects to pay PIK interest, PNA Intermediate will increase the principal amount of the Floating Rate Notes or issue new Floating Rate Notes in an amount equal to the amount of PIK interest for the applicable interest payment period to holders of the Floating Rate Notes on the relevant record date. The Floating Rate Notes will mature on February 15, 2013.

The Floating Rate Notes are not guaranteed by any of PNA Intermediate’s subsidiaries, and are unsecured and rank equally in right of payment with all of PNA Intermediate’s senior debt and senior in right of payment to all of PNA Intermediate’s subordinated debt. The Floating Rate Notes will be effectively junior to any secured debt of PNA Intermediate to the extent of the collateral securing such debt.

The indenture governing the Floating Rate Notes contains restrictions on dividends payable by PNA Intermediate to us. These restrictions are based on our consolidated net income and other factors, although PNA Intermediate may pay dividends not in excess of $7.5 million in the aggregate that are not subject to such restrictions.

The net proceeds of the Floating Rate Notes were used by PNA Intermediate to pay cash dividends of approximately $162.5 million to us. On February 12, 2007, we paid a dividend of $70.0 million to Platinum from the proceeds of the Floating Rate Notes. PNA Intermediate incurred $4.5 million in closing fees and expenses in

connection with the offering and the Floating Rate Notes were offered at a discount of $3.0 million, both of which have been capitalized and are being amortized to interest expense over the life of the Floating Rate Notes. On May 14, 2007, we paid a cash dividend to Platinum of $96.9 million, of which $92.5 million related to the remaining proceeds of the Floating Rate Notes.

The Floating Rate Notes include registration rights under a registration rights agreement whereby in the event PNA Intermediate does not meet certain timetables for registering the Floating Rate Notes with the Securities and Exchange Commission, or the SEC, PNA Intermediate will be required to pay additional interest in certain circumstances. The registration rights agreement relating to the Floating Rate Notes requires that an initial registration statement be filed with the SEC within 270 days of issuance of the Floating Rate Notes, and the registration statement must become effective within 390 days of issuance. On October 19, 2007, PNA Intermediate filed an initial registration statement on Form S-4 with the SEC and the SEC declared the registration statement effective February 2, 2008. However, we intend to repay the Floating Rate Notes with a portion of the net proceeds of this offering.

PNA Notes. On August 15, 2006, PNA issued, in what we refer to as the PNA Offering, $250.0 million aggregate principal amount of its 10³/4% Senior Notes due 2016, or the PNA Notes. Interest on the PNA Notes accrues at a rate of 10³/4% per year, payable semi-annually in cash in arrears on March 1 and September 1 of each year, commencing March 1, 2007. The PNA Notes will mature on September 1, 2016. Each of PNA’s existing domestic subsidiaries that guarantee obligations under its senior secured credit facilities jointly, severally, fully and unconditionally guarantee the PNA Notes on a senior unsecured basis. If PNA creates or acquires a new domestic subsidiary, then that subsidiary will guarantee the PNA Notes on a senior unsecured basis to the extent such subsidiary guarantees any other debt of PNA, unless PNA designates the subsidiary as an “unrestricted subsidiary” under the indenture governing the PNA Notes. The PNA Notes are unsecured and rank equally in right of payment with all of PNA’s senior debt and senior in right of payment to all of PNA’s subordinated debt. The guarantees of the PNA Notes rank equally in right of payment with the guarantors’ existing and future senior obligations and senior in right of payment to their existing and future subordinated obligations. The PNA Notes and guarantees will be effectively junior to any of PNA’s or the guarantors’ secured debt, as applicable, to the extent of the collateral securing such debt.

The indenture governing the PNA Notes contains restrictions on dividends payable by PNA to us. These restrictions are based on our consolidated net income and other factors, although PNA may pay dividends not in excess of $15 million in the aggregate that are not subject to such restrictions. The restriction on payment of dividends by PNA to PNA Intermediate results in a restriction on our retained earnings. Approximately $15 million of PNA’s retained earnings were unrestricted, and therefore available for payment of dividends, as of December 31, 2007.

The PNA Notes include registration rights under a registration rights agreement whereby in the event PNA does not meet certain timetables for registering the PNA Notes with the SEC, PNA will be required to pay additional interest in certain circumstances. The registration rights agreement relating to the PNA Notes requires that an initial registration statement be filed with the SEC within 270 days of issuance of the PNA Notes, and the registration statement must become effective within 390 days of issuance. PNA filed the initial registration statement on Form S-4 with the SEC on May 14, 2007 and the SEC declared the registration statement effective August 9, 2007.

Approximately $82.5 million of the net proceeds of the PNA Offering were used to permanently repay outstanding term loans under PNA’s senior secured credit facility. In addition, approximately $143.8 million of the net proceeds from the PNA Offering were used to reduce the outstanding balance under PNA’s revolving credit facility. The balance of the net proceeds from the PNA Offering were used to make a return of capital of approximately $16.1 million to Platinum and to pay transaction costs and expenses. PNA incurred $7.6 million in closing fees and expenses in connection with the PNA Offering, which have been capitalized and included in “Deferred financing costs, net” in the balance sheet of PNA. These costs are being amortized over the life of the PNA Notes, using the effective interest method.

Senior Secured Credit Facilities. In connection with the Platinum Acquisition, on May 9, 2006 PNA amended and restated its senior secured credit agreement to provide for senior secured financing of up to approximately $460 million, of which $85 million was a term loan facility that was permanently repaid with the proceeds of the PNA Offering. Under the revolving credit facility terms in place as of December 31, 2007, PNA was permitted to borrow up to $375 million based on a borrowing capacity calculation equal to 65% of eligible inventory plus 85% of eligible accounts receivable, where the inventory portion of the capacity calculation was limited to $230 million. On March 11, 2008, PNA entered into an amendment with its senior secured lenders to increase the revolving credit facility from $375 million to $425 million and to increase the borrowing limit on inventory from $230 million to $260 million. Other terms of the amendment provide PNA with increased flexibility with regard to certain restrictive operating covenants including an increase in annual capital expenditure limits, the ability to make certain acquisitions without prior consent and approval to incur other indebtedness in specific circumstances.

Indebtedness under PNA’s senior secured credit facilities is guaranteed by PNAG Holding, PNA Intermediate and by PNA’s current and future subsidiaries (with certain agreed exceptions) that are not borrowers thereunder, and is secured by a first priority security interest in substantially all of PNA’s, and current and future subsidiaries’ existing and future property and assets (subject to certain agreed exceptions), including accounts receivable, inventory, equipment, general intangibles, intellectual property, investment property and other personal property, owned cash and cash proceeds of the foregoing, real estate and first priority pledge of PNA’s capital stock, of the guarantor subsidiaries and 66% of the stock of PNA’s foreign subsidiaries.

On the first business day of each month PNA is required to pay each lender a commitment fee in respect of any unused commitments under the revolving loan facility.

PNA’s senior secured credit facilities require, subject to certain conditions, that it comply with a consolidated fixed charge coverage test. In addition, PNA’s senior secured credit facility also includes certain customary negative covenants, such as restrictions on our ability and the ability of its subsidiaries to incur additional indebtedness or liens, pay dividends (only to the extent that availability under the revolver is less than $40 million), make certain investments, engage in business combinations, sell assets or transact with affiliates.

The primary factor affecting our borrowings is our working capital position, and the primary elements of working capital are inventory and trade receivables.

As of March 31, 2008, we had $97.4 million of availability under the revolving credit facility plus an additional $20.4 million of suppressed availability (i.e. additional borrowing capacity based on eligible inventory and accounts receivable that is presently limited by the $425 million maximum amount of the facility).

We believe that our cash flow from operations, supplemented with the cash available under PNA’s revolving credit facility, will provide us with sufficient liquidity over both the short term (next twelve months) and long term, in each case to meet the challenges and obligations that we face during any foreseeable metal price environment. Additionally, we intend to seek out value–added businesses that we can acquire at reasonable prices. We intend to use cash flows from operations and excess cash available under PNA’s revolving credit facility to fund future acquisitions.

We entered into a $12 million seller note with Preussag North America, Inc., PNA’s former stockholder, in connection with the Platinum Acquisition on May 9, 2006. As of March 31, 2008, $11.0 million was outstanding on the Preussag Seller Note as we made a regularly scheduled $1.0 million principal payment in 2007. In May 2008, we made another regularly scheduled $1.0 million principal payment on the Preussag Seller Note. Interest on the Preussag Seller Note accrues at a rate of 8% per annum. Interest costs on the Preussag Seller Note were $0.9 million and $0.2 million for the year ended December 31, 2007 and the three months ended March 31, 2008, respectively. Interest is payable quarterly at the end of each fiscal quarter. Therefore, there was no accrued interest owed at December 31, 2007 or March 31, 2008.

Dividends we have paid to Platinum included $70 million paid on February 12, 2007 out of the proceeds of the PNA Intermediate Offering and approximately $96.9 million paid on May 14, 2007, which includes the remaining $92.5 million of proceeds from the PNA Intermediate Offering.

Effective May 17, 2007, we adopted a Participation Plan for the purpose of providing incentive compensation to our key employees. The incentive compensation is awarded in the form of non-equity performance units, the value of which is related to the appreciation in our value. The performance units are payable to participants upon the occurrence of a “qualifying event” defined as (1) a sale of any of our common stock by Platinum (other than a sale to our affiliates), (2) the consummation of a public offering of our stock owned by Platinum or its affiliates or (3) the payment of cash dividends by us to Platinum (other than dividends arising out of or relating to any real estate owned by us or our subsidiaries as of the effective date of the Participation Plan). The participants initially vested 25% at the inception of the Participation Plan and vest an additional 25% each year over the succeeding three years beginning October 1, 2007. Any vested amounts paid under the Participation Plan will be treated as compensation at the PNA level. The Participation Plan expires on December 31, 2017, and all performance units terminate upon the termination or expiration of the Participation Plan. Subject to certain exceptions, upon a termination of employment, all performance units granted to a participant will be forfeited.

PNA pays Platinum Advisors an annual monitoring fee pursuant to a corporate advisory services agreement, or the Services Agreement, which will be amended in connection with this offering to provide for $ million payable by PNA to Platinum Advisors as consideration for terminating the annual monitoring fee. See “Certain Relationships and Related Party Transactions—Services Agreement.” PNA paid Platinum $5.0 million during the year ended December 31, 2007 and $1.3 million during the three months ended March 31, 2008 pursuant to its annual monitoring fee obligation under the Services Agreement.

We have two noncontributory, defined benefit pension plans and a nonqualified, unfunded retirement plan, which together we refer to as the Plans. Of the noncontributory, defined benefit pension plans, one covers substantially all Feralloy nonunion employees who have attained age 21 and the other covers all union employees at Feralloy’s Midwest, Southern and St. Louis divisions. Feralloy also has a nonqualified, unfunded retirement plan, which we refer to as the SERP, to provide supplemental benefits to certain of its executive employees. To provide for the SERP, Feralloy purchased Company-owned life insurance contracts on the related employees.

Effective October 16, 2004, we adopted a change to freeze the benefits under our Union Pension Plan, a defined benefit plan, and instituted a new defined contribution plan for our union employees effective October 17, 2004. Effective December 31, 2006, we adopted a change to freeze the benefits under our Non-Union Pension Plan, a defined benefit pension plan, and instituted a new defined contribution plan effective January 1, 2007. Effective January 1, 2008 we merged our frozen Union and Non-Union pension plans into the Feralloy Corporation Pension Plan for Union and Non-Union Employees.

On October 30, 2006, Feralloy’s Board of Directors authorized a change to freeze the benefits under its SERP.

Implementation of the changes to the SERP was effective March 1, 2007 to allow for appropriate notice to affected employees and provide time necessary for essential actuarial studies and analysis with respect to the design change and preparation of operative documents. As a result, in accordance with Statement of Financial Accounting Standard No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, we recognized a curtailment gain of $2.2 million in the fourth quarter of fiscal year 2006 related to freezing benefits of our Non-Union Pension Plan and $0.7 million during the three months ended March 31, 2007 related to freezing benefits of our SERP.

Projected future benefit obligations of our pension plans are in excess of the current fair value of the plans’ assets. The underfunded status of the plans of $3.3 million at December 31, 2007 is recorded as a liability on our Consolidated Balance Sheet. The plans have been frozen as of December 31, 2006 and no more benefits will accrue under the plans, and the plans’ benefit obligations are expected to be paid over a period of time as employees vested under the plan retire in the future. As such, we have elected not to fund the shortage immediately and expect to be able to provide sufficient funding in the future for the plans to meet all obligations.

We have implemented a management incentive plan in the form of a Participation Plan. See “—Related Parties” above.

As required by PNA’s senior secured credit facility, PNA entered into three interest rate swap agreements for a total of $50 million in June 2006 for a three-year period commencing October 1, 2006 with each of Bank of America, N.A., Wachovia Bank, N.A. and LaSalle Bank, N.A. These agreements were entered into to reduce the impact of changes in interest rates on PNA’s floating rate revolving credit facility.

The fair market value of interest rate swaps is determined in accordance with SFAS 157 using Level 2 inputs, which are defined as “significant other observable” inputs including quotes from counterparties that are corroborated with market sources. PNA’s interest rate swap agreements are traded in the over-the-counter market. Fair values are based on quoted market prices for similar liabilities or determined using inputs that use as their basis readily observable market data that are actively quoted and can be validated through external sources, including third-party pricing services, brokers, and market transactions and represent the estimated amount PNA would receive or pay to terminate the swap agreement at the reporting date, taking into account current and expected interest rates.

The fair values of the outstanding swap agreements were determined to be liabilities of approximately $1.1 million at December 31, 2007 and $2.0 million at March 31, 2008. These liabilities are recorded in other current payables in the accompanying unaudited condensed Consolidated Balance Sheets. Changes in the value of the swap agreements are recorded to interest expense in the unaudited condensed consolidated Statements of Income and resulted in losses of $0.1 million and $0.9 million for the three months ended March 31, 2007 and 2008, respectively. PNA and its subsidiaries are jointly and severally liable for the performance under the interest rate swap agreements.

During the third quarter of fiscal year 2007, we determined that the quality of certain material we received primarily during the second quarter of fiscal year 2007 from steel traders dealing with certain foreign suppliers was inconsistent with the mill’s certification of the steel specifications that accompanied such material. We are currently in a dispute with such steel traders regarding the quality of specific orders of steel purchased from these suppliers. We established an allowance of $0.7 million related to the value of such inventory on hand as of March 31, 2008 representing the difference between the carrying value of the inventory and its estimated market value. If market conditions are less favorable than those we have projected, additional charges to increase this reserve may be required.

With regard to potential claims against us related to the quality of such steel previously sold, management believes that we have limited ability to ultimately recover from the steel traders and foreign suppliers to the extent that any valid claims are made against us for which we do not carry, or do not carry sufficient, insurance coverage. Consistent with industry practice, we do not generally perform independent testing of the steel we receive from mills with mill certifications. Following these recent events, we did, however, evaluate the extent to which we may have received similarly non-conforming steel from certain foreign suppliers through steel traders in prior periods. In cases where it was determined that we did receive non-conforming steel, notices to this effect were sent to our customers. To date, we have not received any material customer claims in response to such notices.

We are also involved in several other legal proceedings, claims and litigation arising in the ordinary course of business. Management presently believes that the outcome of each such pending proceeding or claim will not have a material adverse effect on our consolidated financial position or on the consolidated results of operations. Should any losses be sustained in connection with any proceeding or claim in excess of provisions, the amount will be charged to income in the future.

We had purchase commitments of approximately $332.8 million for inventory at March 31, 2008. These commitments were made to assure us a normal supply of stock and, in management’s opinion, will be sold to obtain normal profit margins.

The consolidated group leases real estate, office space, data processing equipment, automobiles and trucks. Several of the leases require the lessee to pay taxes, maintenance and other operating expenses.

As of December 31, 2007, our future contractual obligations include the following (in millions):

In September 2006, the Financial Accounting Standards Board, or the FASB, issued SFAS No. 157, Fair Value Measurements, or SFAS 157. SFAS 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS 157 also expands financial statement disclosure requirements about a company’s use of fair value measurements, including the effect of such measures on earnings. SFAS 157 is effective for fiscal years beginning after November 15, 2007. We adopted the provisions of SFAS 157 related to our financial assets and liabilities effective January 1, 2008, which did not have a material impact on our consolidated financial position, results of operations or cash flows.

In February 2008, the FASB issued FSP 157-1 and 157-2. FSP 157-1 amends SFAS 157 to exclude SFAS No. 13, “Accounting for Leases,” or SFAS 13, and its related interpretive accounting pronouncements that

address leasing transactions, while FSP 157-2 delays the effective date of the application of SFAS 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. Non-recurring nonfinancial assets and nonfinancial liabilities include those measured at fair value in goodwill impairment testing, indefinite lived intangible assets measured at fair value for impairment testing, asset retirement obligations initially measured at fair value, and those assets and liabilities initially measured at fair value in a business combination.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment to FASB Statement No. 115, or SFAS 159, which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. We adopted SFAS 159 as of January 1, 2008 and the Company did not elect to measure any financial instruments or certain other items at fair market value. The adoption of SFAS 159 did not have a material impact on our consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, or SFAS 141(R). SFAS 141(R) replaces SFAS No. 141, “Business Combinations”. SFAS No. 141(R) retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141(R)’s scope is broader than that of Statement 141, which applied only to business combinations in which control was obtained by transferring consideration. SFAS 141(R) replaces Statement 141’s cost-allocation process and requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. In addition, SFAS 141(R) changes the allocation and treatment of acquisition-related costs, restructuring costs that the acquirer expected but was not obligated to incur, the recognition of assets and liabilities assumed arising from contingencies and the recognition and measurement of goodwill. This statement is effective for fiscal years beginning after December 15, 2008 and is to be applied prospectively to business combinations. We are currently assessing the impact of SFAS 141(R) on our consolidated financial position and results of operations.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51, or SFAS 160. SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary, sometimes referred to as minority interest, and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 requires that a noncontrolling interest in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity, that the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, that the changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently as equity transactions and that when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. This statement is effective for fiscal years beginning after December 15, 2008 and earlier adoption is prohibited. We are currently evaluating the impact of SFAS 160 on our financial position, results of operations and cash flows.

In February 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133, or SFAS 161, which requires enhanced disclosures about derivative and hedging activities. Companies will be required to provide enhanced disclosures about (a) how and why a company uses derivative instruments, (b) how derivative instruments and related hedged items

are accounted for under SFAS No. 133 and related interpretations, and (c) how derivative instruments and related hedged items affect the company’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal and interim periods beginning after November 15, 2008. Accordingly, we will ensure that we meet the enhanced disclosure provisions of SFAS 161 upon the effective date.

We sometimes experience a minor reduction in our business during the winter months because of inclement weather conditions, which have an effect on the construction industry and on our ability to deliver steel to customers.

Although we cannot accurately anticipate the effect of inflation on our operations, we believe that inflation has not had, and is not likely in the foreseeable future to have, a material impact on our results of operations. However, as described above, increases in the price of steel can negatively affect cash flow in our operations.

During the past several years, the base price of carbon steel has fluctuated significantly. Declining prices could reduce our operating income levels below our historical levels. Higher levels of inventory at steel service centers and end-use customers could cause competitive pressures which could also compress operating income. Steel prices began increasing at the end of the third quarter of 2005 and remained relatively level during the fourth quarter of 2005 and the first quarter of 2006. Steel prices began increasing during the second quarter of 2006.

We are exposed to the impact of interest rate changes and fluctuating steel prices. In September 2003 PNA entered into an interest rate swap agreement with its secured lender for a notional $75 million derivative that swapped the floating LIBOR rate on its senior secured credit facilities with a fixed rate. This interest rate swap agreement expired in September 2006 and was replaced with a three year fixed to floating rate notional $50 million derivative. The fair market value of the interest rate swap is the estimated amount that PNA would receive or pay to terminate the swap agreements at any point in time. We entered into three additional interest rate swap agreements for a total of $50 million in June 2006 for a 3 year period commencing October 1, 2006 with each of Bank of America, N.A., Wachovia and LaSalle. These agreements also reduce the impact of changes in interest rates on our floating rate debt. We have not entered into any steel commodity hedge transactions for speculative purposes or otherwise. See our consolidated financial statements and notes thereto.

We intend to opportunistically pursue strategic acquisitions that will increase our scale, grow our market share of value-added products and expand our business. For example, with the consummation of the acquisitions of (i) Metals Supply Company, Ltd., or MSC, a leading structural steel service center and distributor in the Gulf Coast region of the United States, (ii) Precision Flamecutting & Steel, L.P., or Precision Flamecutting, a Texas-based company engaged in the processing and distribution of carbon, alloy, HSLA and steel plate and (iii) Sugar Steel Corporation and its affiliate, S&S Steel Warehouse, Inc., which together we refer to as Sugar Steel, a Chicago-based general line service center, we now operate 23 steel service centers nationally, as well as manage five joint ventures that operate a total of seven service centers.

Our business is organized into two reportable segments: Long Products and Plate, or Long Products, and Flat Rolled Products, or Flat Rolled:

Long Products and Plate Segment (73.2% of 2007 net sales). Our Long Products segment operates 18 facilities throughout the Southwest, New England, Mid-Atlantic, Midwest and Southeast regions of the United States. This segment distributes structural beams, tubing, plates, pipes, channels, angles, flats, rounds, reinforcing and merchant bar, bar grating and floor plate. Through our Long Products segment, we also provide value-added steel processing capabilities that include saw-cutting, T-splitting, cambering, high speed drilling and tapping, plate bending, shearing, punching, grinding, ultrasonic testing, plasma and oxy-fuel plate burning with full computer-aided design and drafting capabilities. We market these products and services under six regional brands: Infra-Metals, Delta Steel, Metals Supply Company, Smith Pipe & Steel, Precision Flamecutting and Sugar Steel. The major markets served by our Long Products segment, representing more than half of 2007 segment sales, are the infrastructure, institutional, industrial and commercial construction markets. The other major markets served by this segment include ship and barge building, railcar manufacturing, metal building fabrication, oil and gas, telecommunications and utilities. Our ability to identify niche market opportunities has allowed us to increase our value-added services and broaden our customer base, as evidenced by our acquisitions of MSC, Precision Flamecutting and Sugar Steel. In addition, we have established and grown our presence in providing steel monopoles to the telecommunications and utility transmission markets, both of which are expanding markets. Two of our facilities in Texas operate 60-foot, 2,200-ton Pullmax press brakes to produce a significant portion of the steel monopoles used in telecommunications towers and utilities transmission towers in these markets.

segment offers hot rolled, hot rolled pickled and oiled, cold rolled and galvanized and other coated coil and sheet products. Virtually all of the steel sold by the Flat Rolled facilities receives value-added processing such as temper-passing, leveling, slitting, pickling and brush cleaning (sheet cleaning system). Through this segment, we also perform tolling, where we process customer-owned steel for a fee, without taking either title to the inventory or the associated price risk of the steel. We market these products and services under our Feralloy brand. Customers include metal building manufacturers and original equipment manufacturers in the machinery, tank, railcar, agricultural and construction industries. See Note 14 to our consolidated financial statements for financial information related to our reportable segments.

Steel service centers operate as intermediaries between primary steel producers and end-users, which typically include fabricators who require smaller quantities of more highly customized products delivered on a just-in-time basis and original equipment manufacturers who, although they use higher quantities of products, demand specialized processing that steel producers do not typically offer. Due to smaller purchase sizes or a need for specialized processing, producers historically have not dealt directly with such end-users. By purchasing large quantities of steel from producers, steel service centers are able to take advantage of producer economies of scale resulting in lower costs of materials purchased. Because steel service centers purchase steel from a number of primary producers, they can maintain a consistent supply of various types of steel used by their customers. In turn, steel service centers allow customers to lower their inventory levels, decrease the time between the placement of an order and receipt of materials and reduce internal expenses, thereby helping these customers to manage their working capital in an efficient manner. However, unlike pure distributors that buy standard grades of steel in bulk from producers and resell them in smaller quantities to local end-users, steel service centers also engage in a variety of value-added processing operations, such as cutting, shaping or treating steel to particular customer specifications.

Purchasing magazine estimated in its May 2008 issue that the combined U.S. and Canadian metal service center industry’s annual revenue was $143 billion in 2007, up from $126.5 billion in 2006. According to industry sources, metal service centers represent the largest customer group of the U.S. domestic steel industry. The metal service center industry remains highly fragmented, with over 500 companies operating in North America, based on internal estimates. Competition is based in large part on quality, price and the ability to provide value-added services such as cutting, shaping or treating steel as well as working capital management and just-in-time delivery. Accordingly, the capital requirements (in terms of inventory levels and requisite machinery and working capital) needed to become a successful metal service center are a significant barrier to entry into the industry. Additionally, due to the geographic nature of the business, our experience indicates that customers are usually located within approximately 250 miles of the service center or distributor, as transportation costs can make up a substantial portion of the cost to the customer. The geographic nature of the business also means that local supply and demand shape the competitive landscape, with each service center having its own set of regional competitors.

We believe that a combination of our size and scale, our established position in the industry, the types of value-added services we offer and our ability to carry significant amounts of inventory gives us an advantage over both our existing and potential competitors. Our strong competitive position in each of our markets is a result of numerous factors, including the following:

areas in the United States, including New England, the Mid-Atlantic, the Midwest, the Southeast and the Southwest, and we believe that in many cases our steel service centers are the number one or number two market share leaders in their respective geographic markets.

In May 2006 we completed the MSC Acquisition, which, on a pro forma basis, added $28 million to our 2006 EBITDA and gave us a significant market share position in structural products in the southwestern United States. Since then, we have continued to actively identify targets for our acquisition pipeline, which due to industry trends toward consolidation has never been stronger. This allows us to be highly selective in pursuing potential acquisitions. In December 2007 and March 2008, we completed the acquisitions of Precision Flamecutting and Sugar Steel, respectively, which further enhanced our structural and plate capabilities and market share.

Additionally, we continually monitor and evaluate important organic growth opportunities. We have recently began several expansion projects to increase capacity at certain of our facilities and we expect to complete these expansions in middle to late 2008. We are also in the process of building two new facilities, one each by Infra-Metals and MSC. Our blast paint facility in Morgan City, Louisiana has given us access to the Gulf Coast shipbuilding industry. Our two new facilities will allow us to expand into new geographic markets. Our ability to add key machinery and equipment at our current facilities, such as the installations of 60-foot, 2,200-ton Pullmax hydraulic press brakes at our Houston and Fort Worth facilities, has allowed us to penetrate the niche market for steel monopoles used in telecommunications and utilities markets. Furthermore, our installation of a recoiler at the Portland, Oregon facility of one of our joint ventures has enabled us to participate in the 1,300 mile “Rockies Express” natural gas pipeline project.

We believe that our exceptional service, quality processing, reliability and broad product offering have enabled us to develop long-term relationships with a large, diverse and loyal customer base. During 2007, we shipped products to over 7,750 customers with an average invoice size of approximately $4,200. We believe that we are an important link in our customers’ working capital chain. Typically, the majority of our customers require small quantities of our products, which prevents them from purchasing directly from major steel producers. Our facilities are strategically located within 250 miles of the majority of our customers, which combined with our inventory handling capabilities, enables us to provide rapid delivery to an increasing percentage of customers who demand just-in-time delivery while limiting freight costs.

modernize our operations, including approximately $7.5 million in the first quarter of 2008, closing eight outdated facilities and substantially expanding or opening nine facilities, thereby positioning us to enjoy solid organic growth. This modernization resulted in increased operating efficiency, which we believe gives us a cost advantage over many of our competitors.

We have well-established, long-term relationships with some of the largest North American and international steel producers. In 2007, we purchased approximately 1.8 million tons of steel. Because of our scale, we believe we are a significant customer of our major steel suppliers, which enables us to receive volume discounts and maintain access to critical steel inventory in periods of tight supply. We have further solidified our relationships with vendors through our joint venture arrangements with a number of major steel producers. We have formed our current joint ventures with steel mills through the mutual provision of capital resources, with PNA managing the operations. The steel producers provide the majority of our joint venture business volume, on a tolling basis, which eliminates any inventory risk. Two of these joint venture facilities are located on supplier campuses, an indication of how closely we are integrated with our suppliers. We will seek to increase the number of our joint venture arrangements in order to further develop our relationships with suppliers and benefit from the increased sales volume.

On February 1, 2007 Maurice S. Nelson, Jr. became our Chief Executive Officer and President in place of PNA’s interim Chief Executive Officer, Christopher J. Moreton. On January 31, 2008, Christopher J. Moreton, our Chief Financial Officer, retired. Effective upon Mr. Moreton’s retirement, Mr. William S. Johnson became our Chief Financial Officer. Mr. Johnson had previously been serving as our Senior Vice President, Finance and Principal Accounting Officer since April 2007.

We intend to continue to increase our net sales and profitability through the following strategies:

of one of our suppliers, Gerdau Ameristeel, to expand our customer base in the Mid-Atlantic, and have now established a significant customer base among structural steel fabricators in commercial and industrial construction markets as well as the rail car market in this region. Recent examples of our new value-added services include the installation of 60-foot, 2,200-ton Pullmax hydraulic press brakes at our Houston and Fort Worth, Texas facilities, which have allowed us to penetrate the high-growth niche market for steel monopoles used in telecommunications and utility transmission industries, a market in which we believe we have developed a significant market share and that has shown consistent strength over the last ten years. Further, in order to penetrate the growing Gulf Coast shipbuilding industry, we built a 65,000 square foot facility in Morgan City, Louisiana, which provides blasting and painting processing capabilities demanded by that industry. Going forward, we plan to (i) build two new facilities, one each by Infra-Metals and MSC and (ii) increase capacity at certain of our facilities, including multiple additional expansion projects that are expected to increase our capacity beginning in middle to late 2008. Through our installation of a recoiler at the Portland, Oregon facility of one of our joint ventures, we were able to participate in the 1,300 mile “Rockies Express” natural gas pipeline project. We are continually seeking out other opportunities for growth along geographic and product lines.

On May 9, 2006, we acquired all of the outstanding capital stock of PNA in a merger transaction with Preussag North America, Inc.

Below is a chart that illustrates our corporate structure following consummation of the Real Estate Transfer.

We believe that we have cultivated strong relationships with our customers based on a high quality of service, quality processing and reliability. As a result, we believe that we are a leading supplier in most of the geographic markets that we serve and that we have built a diverse customer base. Most of our business is transactional on the spot market, but we do maintain a number of long-term agreements with select customers. We believe that the quality and experience of our salespeople provides a competitive advantage and are crucial to customer satisfaction. We sell to a diverse customer base in a variety of industries, including the (i) infrastructure, institutional, industrial and commercial construction, (ii) machinery and equipment

manufacturing, (iii) oil and gas, (iv) telecommunications and (v) utilities markets. Our top ten customers account for approximately 10% of our total sales, with no single customer accounting for more than 2% of our 2007 fiscal year net sales.

We believe that we have excellent relationships with our suppliers. We actively maintain relationships with both domestic and foreign suppliers. We conduct the majority of our business on a spot price basis and, as such, are able to pass through price fluctuations to our customers in a relatively efficient manner. Feralloy’s purchases are often made under a blanket purchase order with prices held constant for a set period of time, typically ranging from three to twelve months. In the 2007 fiscal year, our top ten suppliers accounted for approximately 67% of our purchases. During fiscal 2007, approximately 14% of our annual supply volume was imported from foreign sources.

Excluding joint ventures, we operate through our two segments 23 facilities located throughout the United States. We consider our facilities to be state-of-the-art and have invested significant capital to maintain and improve our operations. Facilities are strategically located in close proximity both to producers and to customers. Certain facilities are equipped to handle several modes of transportation including truck, rail and barge, and most facilities are in close proximity to deep water ports. As a result, we believe, in many cases, that our steel service centers are the number one or number two market share leaders in New England, the Midwest, the Southeast, the Southwest and the Mid-Atlantic regions of the United States.

Travel Main Corporation, or Travel Main, through certain of its subsidiaries, or the Real Estate Subsidiaries, holds 18 of our real estate properties. Simultaneously with the consummation of this offering, the stock of Travel Main will be transferred to our newly created parent LLC (to be wholly owned by Platinum) by way of a dividend. See “Certain Relationships and Related Party Transactions—Real Estate Transfer.”

The following table describes the facilities that we operate (excluding our joint ventures):

As of March 31, 2008, including our joint ventures, we had 1,801 full-time employees, including 593 salaried employees and 1,208 employees paid on an hourly basis. The average hourly base wage for non-salaried employees as of March 31, 2008 was approximately $14.19. A significant portion of each Infra-Metals employee’s monthly compensation is based on the profitability at his or her facility, which serves to motivate employees within the organization to sell profitably, minimize expenses and maintain high levels of customer satisfaction. As of

March 31, 2008, 49 hourly Smith Pipe employees, 145 Feralloy employees and 82 of the hourly joint venture employees were members of various unions. We have never experienced any significant labor problems and enjoy a good relationship with the unions representing our employees.

We employ a sales force consisting of in-house and external salespeople. In-house salespeople are primarily responsible for maintaining customer relationships, receiving and soliciting individual orders and responding to service and other inquiries by customers. Our outside sales force is primarily responsible for identifying potential customers and calling on them to explain our products and services. The in-house and outside sales forces are trained and knowledgeable about the characteristics and applications of our steel products and processing capabilities, as well as the fabrication and manufacturing methods employed by our customers.

We use a variety of methods to identify potential customers, including use of market studies and trade databases, tracking of key industry groups and participation in our customers’ trade associations. Customer referrals and the knowledge of our sales force about regional end-users also result in the identification of potential customers.

Once a potential customer is identified, our goal is to become an integral part of its supply chain by providing comprehensive customer support, from the machine operator on the shop floor to the senior management in the executive offices. For our large flat rolled customers with multiple locations throughout the United States, we also employ a National Accounts Manager in order to coordinate and facilitate sales and service across our various locations.

Nearly all sales are completed on a negotiated price basis. In some cases, sales are the result of a competitive bid process where a customer provides a list of products, along with requirements, to us and several competitors and we submit a bid on each product.

We serve a diverse customer base, with no single customer accounting for more than 2% of our net sales in fiscal 2007. A nominal percentage of our sales are to the automotive industry and we do not sell directly to the “Big Three” automobile manufacturers.

We are engaged in a highly fragmented and competitive industry. Competition is based on reliability, service, quality, timeliness, geographic proximity and price. We compete with a large number of other metals processors/service centers in each of our product lines and geographic locations on a national, regional and local basis, some of which may have greater financial resources than we do. We also compete to a lesser extent with primary metals producers, who typically sell directly to very large customers requiring regular shipments of large volumes of metals. Numerous smaller metals processors/service centers compete with us locally. Purchasing magazine, in its May 2008 issue, identified us as the tenth largest metals service center company in North America (based upon 2007 revenue).

Historically, we believe that we have been able to compete effectively because of our high levels of service, broad-based inventory, knowledgeable and trained sales force, integrated computer systems, modern equipment, number of locations, geographic dispersion, operational economies of scale and combined purchasing volume. Furthermore, we believe our liquidity and overall financial position affords us a good platform with which to compete with our peers in the industry.

Our operations are subject to a number of federal, state and local laws and regulations relating to the protection of the environment and to workplace health and safety. In particular, our operations are subject to extensive federal, state and local laws and regulations governing waste disposal, environmental protection, environmental cleanup,

emissions and discharges to the environment, and other matters. Hazardous materials we use in our operations include petroleum products, lubricants, coatings, and solvents. Among the more significant regulated activities that occur at some of our facilities are: the accumulation of scrap metal, which is sold for recycling; the generation of plant trash and other solid wastes and wastewaters, such as water from burning tables operated at some of our facilities, which wastes are disposed of in accordance with applicable solid and hazardous waste laws using third party commercial waste handlers; the storage, handling, and use of certain oils and products and chemicals, the potential health hazards of which are communicated to employees pursuant to Occupational Safety and Health Act-prescribed hazard communication efforts, and the disposal or recycling of which are performed pursuant to federal and state law. Operations at the joint venture properties are generally the same but also include use of acid in accordance with applicable laws to remove scale and oxides from the steel to obtain a clean surface.

We believe that we are in substantial compliance with applicable environmental and workplace health and safety laws and do not currently anticipate that we will be required to expend any material amounts in the foreseeable future in order to meet current requirements. However, some of the properties we own or lease are located in areas with a history of heavy industrial use, and are on or near sites known to have environmental contamination. Federal, and in some cases state, law establishes joint and several liability for cleanup without regard to fault for persons who have arranged for disposal of hazardous substances at sites that have become contaminated and for persons who own or operate, or previously owned or operated, contaminated properties. Further, in the event a state agency undertakes an environmental cleanup of a site, state law in some of the states where our properties are located allows the state to impose a lien on the property for the costs incurred that would have priority over all previously filed liens. Some of our properties were identified as having contamination resulting from leaks or drips of cutting oils and similar materials used in our business and we have removed and replaced known impacted soils pursuant to applicable environmental laws. Groundwater contamination has been identified at a few properties but at levels that do not currently require cleanup. The costs to address these conditions have not been material. We are not currently subject to any pending material claims or notices of potential liability with respect to environmental cleanup for contamination at our leased or owned properties, at any of the joint venture properties, or at any off-site location. However, we cannot rule out the possibility that we could be notified of such claims in the future. It is also possible that we could be identified by the U.S. Environmental Protection Agency, a state agency or third parties as being potentially responsible for environmental cleanup under federal or state law. We cannot be certain, however, that identification of presently unidentified conditions, more vigorous enforcement by environmental agencies, enactment of more stringent laws and regulations or other unanticipated events will not arise in the future and give rise to material liabilities which could have a material adverse effect on our business, financial condition or results of operations.

We are currently a party to various claims and legal actions that arise in the ordinary course of business. We believe such claims and legal actions, individually and in the aggregate, will not have a material adverse effect on our business, financial condition or results of operations. We maintain liability insurance against risks arising out of our normal course of business.

Below is a list of the names and ages of our directors and executive officers as of May 1, 2008, and a brief account of the business experiences of each of them.

Maurice S. Nelson, Jr. commenced his term of employment as Chief Executive Officer and President of PNA on February 1, 2007. Previously, Mr. Nelson served for nine years as President, Chief Executive Officer, Chief Operating Officer and Director of Earle M. Jorgensen Company, or Jorgensen, a large distributor of metal products in North America. Before joining Jorgensen, he was President and Chief Executive Officer of Inland Steel Company, or Inland, for a period of five years. Prior to his tenure at Inland, he was President of the Aerospace and Commercial Division of the Aluminum Company of America for four years. Mr. Nelson has a Bachelor in Science Degree in Engineering from the Georgia Institute of Technology and a Masters Degree in Industrial Engineering from the University of Tennessee. He also holds an honorary Doctorate Degree from Marycrest College.

William S. Johnson became our Chief Financial Officer effective January 31, 2008, upon the retirement of our former Chief Financial Officer, Christopher J. Moreton. Previously, Mr. Johnson was serving as Senior Vice President, Finance of PNA since April 9, 2007. Prior to that, Mr. Johnson served for eight years as Vice President, Chief Financial Officer and Secretary of Jorgensen. Prior to that, he was the Controller of Jorgensen for four years and was Assistant Controller for one year. Prior to his tenure with Jorgensen, Mr. Johnson held various financial and accounting management positions with several distribution-related companies, both public and private. Mr. Johnson is a certified public accountant and began his career as an auditor with Ernst & Ernst, a predecessor of Ernst & Young LLP. Mr. Johnson has a Bachelor’s Degree in Business (Accounting) from Indiana University and a Masters of Business Administration (Finance) from Mercer University. He also attended the executive management program at the Tuck School of Business at Dartmouth College.

Michael L. Smit joined the PNA Group in September 1993 and was appointed General Counsel and Secretary of PNA in July 1997. Prior to joining the PNA Group, Mr. Smit worked as a structural engineer with The Wilson T. Ballard Company. Mr. Smit has a Bachelor’s Degree in Engineering from Virginia Polytechnic Institute and a Juris Doctor from The George Washington University. He is a licensed member of the Virginia and Georgia bars.

Mark Haight has been responsible for the commercial management of the Northern Region of Infra-Metals since joining PNA in March 1990. Prior to that, he was a Vice President at Amsteel International for 5 years. Mr. Haight has a Bachelor’s Degree in Marketing and Management from Ohio Northern University in Ada, Ohio. Mark was appointed Co-President of the Northern Region of Infra-Metals in 2004.

John E. Lusdyk has been Co-President of the Southern Region of Infra-Metals since joining PNA in October 1991. Mr. Lusdyk was previously the President of Alexandria Steel Company, an east coast-based structural steel service center group, for 15 years. Mr. Lusdyk has a Bachelor’s Degree in Business Administration from Stetson University in Deland, Florida.

Robert A. Embry has served as President of Delta Steel since December 1991. Mr. Embry joined Delta Steel from Bethlehem Steel where he worked for 20 years as the Regional Sales Manager for the Mid-West Region. He has a Bachelor’s Degree in English from Belmont Abbey College in North Carolina. He also attended executive management programs at the Kellogg Business School at Northwestern University and the Fuqua School of Business at Duke University.

Roger B. Sippey joined Feralloy in 1968, and has served as its President since the retirement of Feralloy’s previous President, Frank M. Walker, in August 2007. Prior to joining Feralloy, Mr. Sippey was employed by the Wheeling Steel Corporation. Mr. Sippey has spent the previous 39 years serving Feralloy in various positions, including Sales Manager at Feralloy’s Eastern and Midwestern Divisions; General Manager of Feralloy’s St. Louis, Western and Eastern Divisions; President of Feralloy North American Steel; Vice President of Strategic Planning and Executive Vice President. Mr. Sippey received a bachelor’s Degree in Economics from Muskingum College and graduated from the Executive Management Program at the Wharton School of Business.

Andrew L. Diamond has been with MSC for 14 years, during which time he has served as President. Mr. Diamond has worked in the steel industry for over 33 years. After a brief time practicing law, he moved into the steel business in the Texas, Oklahoma and Florida markets. From 1973 to 1982, Mr. Diamond worked at Diamond Iron & Metal Co., Inc. in sales, purchasing and operations. From 1982 to 1993, Mr. Diamond was self-employed, brokering steel, pipe and equipment. Mr. Diamond is a graduate of Tulane University and holds a Juris Doctor from the University of Houston.

Tom Gores has served as a director of PNAG Holding since March 30, 2007, and as Chairman since April 18, 2007. Mr. Gores is the Founder, Chairman, and Chief Executive Officer of Platinum. He serves or has served as an officer and/or director of a number of Platinum’s portfolio companies. Prior to establishing Platinum in 1995, Mr. Gores was an active investor in startup companies. Mr. Gores is involved in philanthropic activities as a member of the board of directors at both St. Joseph’s Hospital and UCLA Medical Center. Mr. Gores holds a Bachelor’s Degree from Michigan State University.

Eva M. Kalawski has served as a director of PNAG Holding since March 30, 2007. Ms. Kalawski joined Platinum in 1997, is a Partner and serves as the firm’s General Counsel and Secretary. Ms. Kalawski serves or has served as an officer and/or director of many of Platinum’s portfolio companies. Prior to joining Platinum in 1997, Ms. Kalawski was Vice President of Human Resources, General Counsel and Secretary for Pilot Software, Inc. Ms. Kalawski earned a Bachelor’s Degree in Political Science and French from Mount Holyoke College and a Juris Doctor from Georgetown University Law Center.

Robert J. Wentworth has served as a director of PNAG Holding since March 30, 2007. Mr. Wentworth joined Platinum in 1997 and is a Partner at the firm. Mr. Wentworth previously served as an officer and/or director for a number of Platinum’s portfolio companies. Prior to joining Platinum in 1997, Mr. Wentworth was President and Chief Executive Officer at Alden Electronics, Inc. where he also served as the company’s Chief Financial Officer. Previously, Mr. Wentworth served as a certified public accountant for fourteen years with Ernst & Young. Mr. Wentworth earned a Bachelor’s Degree in Accounting from Bentley College.

Jacob Kotzubei has served as a director of PNAG Holding since March 30, 2007. Mr. Kotzubei joined Platinum in 2002 and is a Partner at the firm. Mr. Kotzubei serves as an officer and/or director of a number of Platinum’s portfolio companies. Prior to joining Platinum in 2002, Mr. Kotzubei worked for 4¹/2 years for Goldman Sachs’ Investment Banking Division in New York City, most recently as a Vice President of the High Tech Group, and was head of the East Coast Semiconductor Group. Previously, he was an attorney at Sullivan &

Cromwell LLP in New York City, specializing in mergers and acquisitions. Mr. Kotzubei received a Bachelor’s degree from Wesleyan University and holds a Juris Doctor from Columbia University School of Law where he was elected a member of the Columbia Law Review.

In addition to the above-named executive officers, there are a number of Platinum employees who perform non-policy making officer functions at the Company.

Our amended and restated certificate of incorporation and bylaws provide that the authorized number of directors shall be fixed from time to time by a resolution of the majority of our Board of Directors. Pursuant to a resolution approved by a majority of our Board of Directors, the authorized number of directors is currently four. Our Board of Directors presently has four members, including Mr. Gores, the Chairman, Messrs. Kotzubei and Wentworth, and Ms. Kalawski.

Because Platinum will own more than 50% of the voting power of our common stock after this offering, we are considered to be a “controlled company” for the purposes of the NYSE listing requirements. As such, we are permitted, and have elected, to opt out of the NYSE listing requirements that would otherwise require our Board of Directors to be comprised of a majority of independent directors and require our compensation committee and nominating and corporate governance committee to be comprised entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Immediately prior to the consummation of this offering, our Board of Directors will be divided into three staggered classes of directors of the same or nearly the same number. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon election and qualification of successor directors at the Annual Meeting of Stockholders to be held during the years 2009 for the Class I directors, 2010 for the Class II directors and 2011 for the Class III directors.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class shall consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Each officer serves at the discretion of the Board of Directors and holds office until his or her successor is elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Following the completion of this offering, we intend to pay our independent director, and any additional independent directors, an annual retainer fee that is commensurate with market practice for public companies of

similar size. Other than independent directors, we do not intend to compensate directors for serving on our Board of Directors or any of its committees. We do, however, intend to reimburse each member of our Board of Directors for out-of-pocket expenses incurred by them in connection with attending meetings of the Board of Directors and its committees.

As of the closing of this offering, our Board of Directors will have an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has or will have the composition and responsibilities described below.

Audit Committee. Our audit committee oversees a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements. Our audit committee (i) assists our Board of Directors in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, and the performance of our internal audit function and independent registered public accounting firm, (ii) assumes direct responsibility for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged for the purpose of performing any audit, review or attest services and for dealing directly with any such accounting firm, (iii) provides a medium for consideration of matters relating to any audit issues and (iv) prepares the audit committee report that the SEC rules require be included in our annual proxy statement or annual report on Form 10-K. Upon the closing of this offering, the members of our audit committee will be Messrs. Kotzubei, Wentworth and the newly appointed independent director that we will appoint at or prior to the consummation of the offering. Mr. Kotzubei will serve as Chairman of the audit committee and the composition of our audit committee will comply with all applicable NYSE rules, including the requirement that at least one member of the audit committee have accounting or related financial management expertise. Our newly appointed independent director will be “independent” as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules of the NYSE, although neither Mr. Kotzubei nor Mr. Wentworth is so independent.

In accordance with NYSE rules, we plan to appoint a second independent director to our Board of Directors within 90 days after the consummation of this offering, who will replace Mr. Wentworth as a member of the audit committee and to appoint another independent member to our Board of Directors within 12 months after the consummation of this offering who will replace Mr. Kotzubei as a member of the audit committee so that all of our audit committee members will be independent as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and applicable NYSE rules.

Our Board of Directors has adopted a written charter for the audit committee, which will be available on our website upon consummation of this offering.

Compensation Committee. Our compensation committee reviews and recommends policy relating to compensation and benefits of our officers and employees, including reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations. The compensation committee will also administer our Stock Incentive Plan, assuming it is adopted and becomes effective in connection with this offering. The compensation committee reviews and evaluates, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. Upon the closing of this offering, the members of our compensation committee will be Messrs. Kotzubei and Wentworth and Ms. Kalawski, none of whom are independent as such term is defined in the rules of the NYSE. Because Platinum will own more than 50% of the voting power of our common stock after this offering, we are considered to be a “controlled company” for the purposes of the NYSE listing requirements. As such, we are permitted, and have elected, to opt out of the NYSE listing requirements that would otherwise require our compensation committee to be comprised entirely of independent directors.

Our Board of Directors has adopted a written charter for the compensation committee, which will be available on our website upon consummation of this offering.

Nominating and Corporate Governance Committee. The nominating and corporate governance committee will oversee and assist our Board of Directors in identifying, reviewing and recommending nominees for election as directors; evaluate our Board of Directors and our management; develop, review and recommend corporate governance guidelines and a corporate code of business conduct and ethics; and generally advise our Board of Directors on corporate governance and related matters. Upon the closing of this offering, we will establish a nominating and corporate governance committee consisting of Messrs. Kotzubei and Wentworth and Ms. Kalawski, none of whom are independent as such term is defined in the rules of the NYSE. Because Platinum will own more than 50% of the voting power of our common stock after this offering, we are considered to be a “controlled company” for the purposes of the NYSE listing requirements. As such, we are permitted, and have elected, to opt out of the NYSE listing requirements that would otherwise require our nominating and corporate governance committee to be comprised entirely of independent directors.

Our Board of Directors has adopted a written charter for the nominating and corporate governance committee, which will be available on our website upon consummation of this offering.

Compensation Committee Interlocks and Insider Participation. Upon the consummation of this offering, the members of our compensation committee will be Messrs. Kotzubei, Wentworth and Ms. Kalawski. None of the members of our compensation committee was, during 2007, an officer or employee of the Company or was formerly an officer of the Company. None of our executive officers has served as a member of the board of directors or compensation committee of any entity that has an executive officer serving as a member of our Board of Directors or compensation committee.

Our Board of Directors has adopted a Code of Ethics which contains the ethical principles by which our chief executive officer, chief financial officer and general counsel, among others, are expected to conduct themselves when carrying out their duties and responsibilities. Our Code of Ethics can be found on our website at www.pnagroupinc.com. We will also provide a copy of our Code of Ethics to any person, without charge, upon request, by writing to the General Counsel, PNA Group Holding Corporation, c/o PNA Group, Inc., 400 Northridge Road, Atlanta, Georgia 30350, or by calling us at (770) 641-6460.

Prior to this offering, we have generally focused compensation decisions with respect to our named executive officers with the goal of achieving Company performance levels that provide meaningful returns to our stockholder. To that end, in addition to the typical need for compensation programs that attract, motivate and retain talented executives, our compensation programs provide specific incentives to our named executive officers based on the achievement of performance goals that we believe are necessary to make us an attractive candidate for a liquidity event. Although we have not adopted any formal guidelines for allocating total compensation between fixed and performance-based compensation, we believe that a substantial portion of our executives’ overall compensation should be tied to achievement of corporate goals and value-creating milestones, as we believe that such performance-based compensation maximizes stockholder value while at the same time attracts, motivates and helps retain high-quality executives who are similarly committed to the creation of value to our stockholders.

For 2007, our Board was responsible for all compensation decisions and determinations relating to our named executive officers. However, in connection with the adoption of our Participation Plan, the Board delegated administrative authority under the plan to the Participation Plan Committee, which is comprised of Eva Kalawski, Steve Zollo and Philip Norment. Compensation decisions, including those performance units granted under our Participation Plan, were made based on recommendations made by members of Platinum, including those members of Platinum serving on our Board. Our named executive officers were also involved in the process of determining compensation, although the executive officers did not have any decision-making ability in the final determination of any one individual’s compensation and did not play any part in the determination of their own compensation. On an annual basis we review and adjust salary, taking into consideration competitive market practice by relying on the experience of members of Platinum serving on our Board and their knowledge of the marketplace with respect to setting compensation amounts in other Platinum portfolio companies. We do not use any formal benchmarking or peer group comparisons in determining competitive market practice.

For 2007, the compensation provided to our named executive officers consisted of base salary, annual cash incentive bonus, grants of units under the Participation Plan, deferred compensation, and other perquisites and benefits. We believe that the combination of these various elements of compensation provide our executives with a competitive compensation package that, by including both performance-based cash bonus and units in the Participation Plan, properly ties a significant portion of compensation to the achievement of our corporate goals.

The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Mr. Nelson’s and Mr. Moreton’s base salaries were set in accordance with the terms of their respective employment agreements, which are discussed below. The base salaries of our other named executive officers were set by our Board and

were determined with an emphasis on basing a significant amount of total compensation on performance-based compensation while providing the executives with a reasonable amount of compensation based solely on non-performance based measures. Messrs. Lusdyk, Haight and Prebola each received a 3% increase in their salaries in fiscal 2007. Although there is no formal policy in place for adjusting the salaries of these individuals, it was determined that the increase was warranted to cover an increase in the cost of living expenses.

Annual incentive bonuses are intended to provide an incentive for our named executive officers to individually pursue business strategies which will maximize stockholder value. As previously discussed, we believe that tying a material part of a named executive officer’s compensation to our performance, and in particular performance that is measurably tied to the actual efforts of such named executive officer, promotes our compensation objective by rewarding an executive for performance that will result in value to our stockholders.

In fiscal year 2007, annual incentive bonuses for Messrs. Nelson and Moreton have been determined based on the achievement of pre-established operating performance and working capital objectives, both of which we believe are reasonable measures of overall corporate performance and achievement of which will better position us for a liquidity event in which Platinum will maximize value. Our Board is responsible for determining the target bonus amounts for Messrs. Nelson and Moreton, although pursuant to the terms of his employment agreement, discussed in further detail below, Mr. Nelson is entitled to an annual incentive bonus equal to at least $170,000 but no more than 150% of his base salary. There was no cap placed on Mr. Moreton’s annual bonus amount for the 2007 fiscal year, and his target bonus amount is set forth below. For Messrs. Nelson and Moreton, 88% of their bonus was based on achievement of our earnings before interest, taxes, depreciation and amortization, or EBITDA, of $139,299,000, and 12% was based on achievement of working capital (defined as

average inventory levels) of $385,251,000, with actual bonus amounts varying according to the extent to which these targets are achieved. Following the close of a fiscal year, our actual performance is reviewed, the relevant performance criteria are assessed in light of actual results for the fiscal year, and bonus amounts for Messrs. Nelson and Moreton are determined. In addition, the applicable performance targets for 2008 annual incentive bonuses are in the process of being established.

With respect to Messrs. Lusdyk, Haight, and Prebola, such executives’ incentive bonuses are determined based upon formulas set forth in their individual employment agreements. For Mr. Lusdyk, his annual incentive bonus is calculated by combining earnings before taxes and allocated corporate expenses for each of the divisions of Infra-Metals Co.’s Southern Region and multiplying such amount by 5%. For Messrs. Haight and Prebola, their annual incentive bonuses are calculated by combining earnings before interest and taxes less 10% of average assets employed by Intra-Metals Co.’s Northern Region and multiplying such amount by 5%. As with Messrs. Nelson and Moreton, we believe the applicable achievement of the applicable targets will better position us for a liquidity event, and by tying a substantial portion of compensation to achievement of such targets, an executive’s overall compensation will ultimately be tied to the return achieved by our stockholder.

In 2007 we established our Participation Plan in order to incentivize and reward our key employees’ (including our named executive officers’) contribution to the growth of our business and to facilitate the consummation of certain liquidity events. The incentive compensation is awarded in the form of performance units, the value of which is related to the appreciation in our value, and which become payable to participants upon the occurrence of a liquidity event. By tying the value of awards granted under the Participation Plan to the appreciation in our value, we believe we have created an effective incentive for individual participants in the Participation Plan to maximize our stockholder value upon such a liquidity event.

We provide certain executive officers with additional retirement benefits through the maintenance of a deferred compensation plan. Amounts contributed by the Company, which are discretionary and based on overall Company performance, or, in the case of Mr. Moreton, made pursuant to an individual employment agreement, may be supplemented through deferrals of cash compensation otherwise payable to a named executive officer during the applicable taxable year, which are vested at the time of contribution, and are subject to matching by the Company which are subject to vesting based on continued employment. All Company contributions, including matching contributions, are subject to vesting based on continued service with the Company. We believe that the deferred compensation plan is an effective tool for attracting and retaining our named executive officers, and, by including matching contributions, provides an additional incentive to executives by rewarding successful Company performance.

Our named executive officers are eligible to receive the same benefits, including life and health benefits, which are available to our employees generally. We also provide certain additional perquisites to our named executive officers, on a case-by-case basis, including reimbursement for an automobile and related expenses and club memberships. With respect to the perquisites provided, we believe that offering such perquisites helps us attract and retain talented individuals in a highly competitive market.

Certain of our named executive officers are entitled to receive severance benefits upon certain qualifying terminations of employment, pursuant to the provision of such executive’s employment agreement. These severance arrangements are primarily intended to attract and retain our named executives by providing them protection against terminations by the Company that are not for certain reasons enumerated in their respective employment agreements.

Effective January 31, 2008, Mr. Moreton retired from his position as our Chief Financial Officer and was replaced by William S. Johnson. Prior to his appointment, Mr. Johnson served as the Senior Vice President, Finance, of PNA and entered into an employment agreement with PNA which governed the terms of his employment in that position. Such employment agreement will continue to govern the terms of Mr. Johnson’s employment in his new position, and there are no plans to enter into a new employment agreement with Mr. Johnson in connection with his appointment as Chief Financial Officer.

Under Mr. Johnson’s current employment agreement , he is entitled to receive (i) an annual base salary of $275,000, (ii) a bonus of up to 100% of his base salary, which bonus amount will be determined based on the achievement of measurable criteria selected by the Operating Committee, (iii) a bonus in the amount of $250,000, less any amounts previously paid to Mr. Johnson or accrued under the Participation Plan, in the event that while employed by the Company, PNAG Holding consummates an initial public offering, and (iv) benefits and perquisites similar to those provided to other executives of the Company. In the event that during Mr. Johnson’s employment, PNA is sold to an unaffiliated third party, and within one year of such sale (a) Mr. Johnson’s employment is terminated without “cause” (as defined in the employment agreement), (b) his duties are materially diminished and not restored or (c) he is required to relocate more than 25 miles from his residence, Mr. Johnson will receive a payment of two times his base salary. Mr. Johnson’s agreement subjects him to non-solicitation obligations for 2 years following termination of his employment for any reason.

Prior to the consummation of this offering and in connection with our transition to a publicly traded company, we plan to adopt a stock incentive plan, or the Stock Incentive Plan, that will afford more flexibility to our compensation committee by allowing grants of a wide variety of equity awards to our key employees, directors and consultants, including nonqualified stock options, shares of restricted stock and other awards that are valued by reference to, or otherwise based on, the fair market value of our common stock. This plan is designed to assist us in attracting, retaining, motivating and rewarding key employees, directors and consultants, and promoting the creation of long-term value for our public stockholders by closely aligning the interests of the participants with those of our public stockholders.

Our compensation committee will administer the stock incentive plan and will be authorized to determine who will receive awards under the plan, as well as the form of the awards, the number of shares subject to the

awards, the vesting and performance requirements related to awards, and other terms and conditions relating to such awards, each in accordance with the terms of the plan. The committee will also be authorized to prescribe award agreements, interpret the plan, to establish, amend and rescind any rules and regulations relating to the plan, and to make any other determinations that it deems necessary or advisable for the administration of the plan. The compensation committee may also delegate to our officers or employees, or other committees, subject to applicable law, the authority, subject to such terms as the compensation committee determines appropriate, to perform such functions, including but not limited to administrative functions, including the appointment of agents to assist in the administration of the plan. Any action of the compensation committee (or its authorized delegates) will be final, conclusive and binding on all persons, including participants in the plan and their beneficiaries.

The total number of shares of our common stock that we plan to make available for issuance or delivery under the plan will be , subject to adjustment in the event of any stock split, reverse stock split, reorganization, recapitalization, merger, consolidation, combination, share exchange or any other similar change in our capitalization, or in connection with any extraordinary dividend declared and paid in respect of shares of our common stock. For the purpose of determining the remaining shares of common stock available for grant under the plan, to the extent that an award expires or is canceled, forfeited, settled in cash or otherwise

terminated without a delivery to the participant of the full number of shares to which the award related, the undelivered shares will again be available for grant. Similarly, shares withheld in payment of the exercise price of, or taxes relating to, an award, and shares equal in number to those surrendered in payment of any exercise price or taxes relating to an award shall be deemed to constitute shares not delivered to the participant and shall be deemed to be available again for future grants of awards under the plan. In order to qualify certain awards under the plan as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, as of the first date required by Section 162(m) of the Code, no employee shall be eligible to be granted during any calendar year options or stock appreciation rights covering more than the maximum number of shares of stock then-available for issue under the plan.

Options granted under the plan will expire no later than the tenth (10^th) anniversary of the applicable date of grant. Options will have an exercise price determined by the compensation committee at the time of grant, although options intended to not be considered “nonqualified deferred compensation” within the meaning of Section 409A of the Code, or to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, will have an exercise price that is not less than the fair market value of our stock on the grant date. The term “fair market value” is defined as the closing price of our stock as of any particular date on the principal national securities exchange on which our stock is listed and traded on such date, or if our stock is not listed on an exchange, the amount determined by our Board of Directors in good faith to be the fair market value.

The stock incentive plan also expressly permits the compensation committee to grant shares of restricted stock, which generally refers to shares of our common stock that are subject to vesting conditions or other lapsing or repurchase rights upon a termination of a recipient’s employment, which conditions or rights are determined by the compensation committee at the time of award.

The compensation committee may, in the event of a change in control (as defined in the plan), provide that any outstanding awards, whether vested or unvested, be cancelled as of the consummation of the change in control and that holders of cancelled awards receive a payment in respect of such cancellation based on the amount of per-share consideration being paid in connection with the change in control less, in the case of options and other awards subject to exercise, the applicable exercise price.

Our Board of Directors will have the ability to amend the stock incentive plan or any awards granted thereunder at any time, provided that no amendment will be made that impairs the rights of the holder of any award. Our Board of Directors may also suspend or terminate the stock incentive plan at any time, and, unless sooner terminated, the stock incentive plan shall terminate on the day before the tenth (10^th ) anniversary of the date the stock incentive plan is adopted by our Board of Directors.

The following table shows information regarding the compensation earned during the fiscal year ended December 31, 2007 by our Chief Executive Officer, Chief Financial Officer and our three other most highly compensated executive officers who were employed by us as of December 31, 2007, and whose total compensation exceeded $100,000 during that fiscal year.

Narrative Disclosure Regarding Summary Compensation Table and Plan-Based Awards Table

In connection with his February, 2007 appointment, we entered into an employment agreement with Mr. Nelson. Pursuant to the agreement, Mr. Nelson is eligible to receive the following compensation and benefits: (i) a minimum base salary of $575,000; (ii) an annual bonus of at least $170,000 but no more than 150% of base salary, to be calculated based on performance measures including EBITDA, cash flow, and working capital; (iii) a 1% interest in the Participation Plan; and (iv) benefits and perquisites similar to those provided to other executives of the Company. Mr. Nelson is also eligible to receive a “transition” bonus if he successfully recruits, trains, and promotes his successor to the position of Chief Executive Officer. The agreement provides that if Mr. Nelson is still employed by the Company on January 31, 2010, Mr. Nelson shall receive a payment of $2 million, less any amounts previously paid to him under the Participation Plan. After such payment is made, all of Mr. Nelson’s rights under the Participation Plan shall terminate. For purposes of this provision, no public offering of equity securities shall constitute a sale of the Company to an unaffiliated third party. In the event Mr. Nelson’s employment is terminated for any reason, he is not entitled to any severance benefits pursuant to his agreement. Finally, Mr. Nelson’s agreement subjects him to non-solicitation obligations for 2 years following termination of his employment for any reason.

Until November 29, 2007, we were party to an employment agreement with Mr. Moreton, the term of which would have expired on June 30, 2009. Mr. Moreton’s agreement set forth a minimum base salary of $275,000 per annum, bonus participation and certain perquisites and benefits that Mr. Moreton was entitled to receive during the term of his employment, including comprehensive insurance benefits (including a $1 million life insurance policy), fees related to professional memberships, once yearly business class return airfares from Europe for him and his spouse, reimbursement of relocation costs in the event that we require him to relocate (and a related “gross-up” tax payment for any tax liability he incurs as a result of the reimbursement), and a company-provided automobile. The agreement also required us to contribute an amount equal to 10% of Mr. Moreton’s base salary to our deferred compensation plan on his behalf.

On November 29, 2007, we entered into a letter agreement with Mr. Moreton which superseded his employment agreement. Pursuant to this new agreement, Mr. Moreton’s active employment with the Company ended on January 31, 2008, the date on which Mr. Moreton retired. The agreement sets forth a base salary of $275,000 and provides that Mr. Moreton will be entitled to receive a bonus in respect of the 2008 fiscal year equal to $275,000. The agreement also provides that Mr. Moreton will participate in a comprehensive benefits package including group life, disability, medical and dental insurance until his attainment of age 65. The Company was responsible for paying Mr. Moreton’s medical insurance premiums through January 31, 2008 and, thereafter, COBRA premiums for Mr. Moreton and his spouse. In addition, the agreement provides that during his active employment, Mr. Moreton was eligible to receive the same benefits and perquisites to which he was entitled under his employment agreement. Provisions relating to payments upon termination of Mr. Moreton’s employment are discussed in the narrative following the table labeled “Potential Payments on Termination or Change in Control” below.

We are parties to employment letters with each of Messrs. Lusdyk, Haight, and Prebola which generally describe certain benefits, such as comprehensive insurance benefits (including a $300,000 life insurance policy for Mr. Lusdyk) and provision by the Company of an automobile, applicable during the period of such executive’s employment. The letters also contain certain required notice provisions in the event of an executive’s termination of employment, which notice provisions are discussed in more detail in the narrative following the Potential Payments upon Termination or Change in Control Table. As discussed in the CD&A above, Messrs. Lusdyk, Haight, and Prebola are also entitled to annual incentive bonuses based on the performance of their respective regions of Infra-Metals Co. Mr. Lusdyk’s incentive bonus is calculated by combining earnings before taxes and allocated corporate expenses for each of the divisions of Infra-Metals Co.’s Southern Region and multiplying such amount by 5%. For Messrs. Haight and Prebola, incentive bonuses are calculated by combining earnings before interest and taxes less 10% of average assets employed for Infra-Metals Co.’s Northern Region and multiplying such amount by 5%.

Awards granted in 2007 under the Participation Plan are subject to the following vesting schedule: 25% of the number of units granted vest on the date of grant, and the remaining units vest ratably over the three years following the date of grant. Subject to certain exceptions, upon a termination of employment, all performance units granted to a participant will be forfeited. In addition, unvested units will vest upon a sale of the Company.

Narrative Disclosure Regarding Non-Qualified Deferred Compensation Plan Table

Under our nonqualified deferred compensation plan, participants may defer a portion of their annual base salary and performance-based compensation, with respect to which we make a “matching” contribution in an amount that is determined in our discretion. We may also make discretionary “incentive” contributions to the plan on behalf of participants as well as contributions pursuant to the terms of individual employment agreements. Plan participants are vested in their salary and performance-based contributions, and matching deferral and incentive contributions will vest ratably over 5 years based on a participant’s continued employment, subject to accelerated vesting in the event of a change in control of PNA or its direct or indirect parent. In addition, upon a termination of a participant’s employment by reason of death or disability, all then unvested amounts shall become fully vested. If a participant’s termination of employment is not by reason of death or disability, upon such termination all unvested amounts shall be forfeited. Distributions from the plan will be made in accordance with deferral elections filed by a participant with the Company, pursuant to which, a participant may either elect distributions on fixed dates or upon certain enumerated events, including a termination of employment. Distributions from the plan will be made either in a lump sum or in installments, at the participant’s election.

The table below reflects the amount of compensation and benefits payable to each named executive officer in the event of (i) termination by the Company with or without cause, (ii) termination by the executive, or (iii) a change in control of PNA or its direct or indirect parent. The amounts shown assume that the applicable triggering event occurred on December 31, 2007, and therefore are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event.

Narrative Disclosure Regarding Potential Payments upon Termination or Change in Control Table

Mr. Moreton’s new agreement governed payments of compensation to Mr. Moreton upon termination of his employment without “cause” (as defined in his agreement) prior to January 31, 2008. Pursuant to the terms of the agreement, if Mr. Moreton’s employment had been terminated by us without “cause” prior to such date, we would have been required to continue to pay Mr. Moreton his base salary through June 30, 2009, and continue to provide him with medical benefits (or, where applicable, reimbursement of COBRA premiums), 401(k) and deferred compensation plan benefits, and payment of fees related to professional memberships, in each case through June 30, 2009.

Each of Messrs. Lusdyk, Haight, and Prebola are parties to a letter agreement with us that require us to provide twelve months written notice to such executive before any termination of employment with the Company will be effective. During such notice period Messrs. Lusdyk, Haight, and Prebola will continue to be compensated.

As discussed in the narrative following the Non-Qualified Deferred Compensation Table, upon a change in control or upon a termination of a participant’s employment by reason of death or disability, all unvested amounts in our deferred compensation plan will become immediately vested.

Awards which have been granted pursuant to the Participation Plan will be paid out upon the occurrence of certain liquidity events, namely: (i) a “qualifying sale event,” defined as a sale (whether effected directly or through a merger or similar transaction) of any of the common stock of PNAG Holding by Platinum or its affiliates; (ii) a “qualifying public stock sale event,” defined as the consummation of an initial public offering of stock of PNAG Holding; or (iii) a “qualifying distribution event,” defined as a cash dividend by PNAG Holding to shareholders affiliated with Platinum. The amounts disclosed above represent an estimate of the amount which would have been payable to each named executive officer in respect of his vested performance units under the Participation Plan had a “qualifying sale event” occurred in December 31, 2007. According to the Participation Plan, such amount is equal to the following: (i) the “qualified event value” for each performance unit less (ii) the grant value of each performance unit, times (iii) the number of performance units held by the participant, with the “qualified event value” being equal to the greater of (x) an amount determined, as of December 31, 2007, by the Participation Plan Committee in its sole discretion or (y) the quotient of (A) the net purchase price divided by (B) the “total units outstanding” (ten times the total number of performance units that have been awarded as of December 31, 2007).

We did not pay our directors any compensation for serving on our Board during 2006 or 2007.

Travel Main, through the Real Estate Subsidiaries, holds 18 of our real estate assets. Simultaneously with the consummation of this offering, the stock (with a fair market value of approximately $23.4 million) of Travel Main, our wholly owned subsidiary, will be transferred to our newly created parent LLC (to be wholly owned by Platinum) by way of a dividend. The transaction is expected to be a taxable event resulting in a liability totaling approximately $7.9 million that will be paid in cash by us.

Each of the 18 real estate properties have been mortgaged with Bank of America, N.A. for amounts approximately equal to 75% of their appraised value. The mortgages are for 10 year periods at a fixed interest rate. None of PNAG Holding, PNA Intermediate, PNA or Travel Main is a party to or a guarantor of these mortgages.

As part of our formation, Platinum provided a $45 million loan to us. During 2006, subsidiaries of Travel Main received proceeds of approximately $47.5 million, net of expenses, as a result of mortgaging the real estate properties with Bank of America, N.A. Travel Main then distributed the $47.5 million to us as a dividend. We used these proceeds to repay the $45 million loan to Platinum in full.

Each of the Real Estate Subsidiaries is a party to separate management agreements, or the Management Agreements, with us with respect to each individual property owned by such Real Estate Subsidiaries. Under the terms of the Management Agreements, we provide day-to-day management of all operating financial accounts relating to each facility owned by the Real Estate Subsidiaries. We are also responsible for the leasing of space at such facilities. As compensation for our management services, the Real Estate Subsidiaries pay us an amount equal to 4% of all income derived from the ownership and operation of the facilities. The Management Agreements each have a term of 15 years, commencing on August 10, 2006 and terminating on August 9, 2021, and are terminable by either party upon 30 days’ notice.

PNA is party to the Services Agreement with Platinum Advisors, an affiliate of Platinum. Under the terms of the Services Agreement, Platinum Advisors provides PNA with certain general business, management, administrative and financial advice. In consideration of these and other services, PNA pays an annual monitoring fee to Platinum Advisors of no greater than $5 million. The Services Agreement will continue in effect until terminated by Platinum Advisors. In addition to the fees paid to Platinum Advisors pursuant to the Services Agreement, PNA pays Platinum Advisor’s out-of-pocket expenses incurred in connection with providing management services to PNA. As of May 1, 2008, we have paid an aggregate of $12.5 million to Platinum in satisfaction of our obligations under the Services Agreement since the Platinum Acquisition.

In connection with this offering, Platinum Advisors intends to amend the Services Agreement to provide for a termination fee of $ million payable by PNA to Platinum Advisors with increased borrowings under PNA’s senior secured credit facility, as consideration for terminating the annual monitoring fee.

On October 19, 2007, Platinum, through certain affiliates, completed the purchase of Ryerson, Inc., or Ryerson, a leading metals service center company operating in the United States and Canada. Net sales to Ryerson totaled $1.0 million and purchases from Ryerson were immaterial during the three months ended March 31, 2008. Trade receivables due from Ryerson totaled $0.7 million as of March 31, 2008. In connection with our continuous review of potential acquisition opportunities, it is possible that we would consider in the future some kind of combination with Ryerson, though there are no current plans to do so now or in the near-term.

on the Preussag Seller Note as we made a regularly scheduled $1.0 million principal payment in 2007. In May 2008, we made another regularly scheduled $1.0 principal payment on the Preussag Seller Note. Interest on the Preussag Seller Note accrues at a rate of 8% per annum. Interest costs on the Preussag Seller Note were $0.9 million and $0.2 million for the year ended December 31, 2007 and the three months ended March 31, 2008, respectively. Interest is payable quarterly at the end of each fiscal quarter. Therefore, no accrued interest was owed as of December 31, 2007 and March 31, 2008.

Dividends paid by PNAG Holding to Platinum included $70 million paid on February 12, 2007 out of the proceeds of the PNA Intermediate Offering, approximately $96.9 million paid on May 14, 2007, which includes the remaining $92.5 million of proceeds from the PNA Intermediate Offering and approximately $4.4 million from cash on hand.

Effective May 17, 2007, we adopted a Participation Plan for the purpose of providing incentive compensation to our key employees. The incentive compensation is awarded in the form of non-equity performance units, the value of which is related to the appreciation in the value of the Company. The performance units are payable to participants upon the occurrence of a “qualifying event” defined as (1) a sale of any of our common stock by Platinum (other than a sale to an affiliate of the Company), (2) the consummation of a public offering of stock of the Company owned by Platinum or its affiliates or (3) the payment of cash dividends by the Company to Platinum (other than dividends arising out of or relating to any real estate owned by us or our subsidiaries as of the effective date of the Participation Plan). The participants initially vested 25% at the inception of the Participation Plan and vest an additional 25% each year over the succeeding three years beginning October 1, 2007. Any vested amounts paid under the Participation Plan will be treated as compensation at the PNA level. The Participation Plan expires on December 31, 2017, and all performance units terminate upon the termination or expiration of the Participation Plan. Subject to certain exceptions, upon a termination of employment, all performance units granted to a participant will be forfeited.

Upon consummation of the offering, our Board of Directors will have adopted written policies and procedures for transactions with related persons. As a general matter, the policy will require the audit committee to review and approve or disapprove the entry by us into certain transactions with related persons. The policy will contain transactions which are pre-approved transactions. The policy will only apply to transactions, arrangements and relationships where the aggregate amount involved could reasonably be expected to exceed $120,000 in any calendar year and in which a related person has a direct or indirect interest. A related person is: (i) any director, nominee for director or executive officer of our company; (ii) any immediate family member of a director, nominee for director or executive officer; and (iii) any person, and his or her immediate family members, or entity, including affiliates, that was a beneficial owner of 5% or more of any of our outstanding equity securities at the time the transaction occurred or existed.

The policy will provide that if advance approval of a transaction subject to the policy is not obtained, it must be promptly submitted to the committee for possible ratification, approval, amendment, termination or rescission. In reviewing any transaction, the committee will take into account, among other factors the committee deems appropriate, recommendations from senior management, whether the transaction is on terms no less favorable than terms generally available to a third party in similar circumstances and the extent of the related person’s interest in the transaction. Any related person transaction must be conducted at arm’s length. Any member of the audit committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote on the approval or ratification of the transaction. However, such a director may be counted in determining the presence of a quorum at a meeting of the audit committee that considers the transaction.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 31, 2008, and on an adjusted basis to give effect to the closing of the offering and the for 1.00 stock split we intend to effect prior to the closing of this offering, with respect to each person known by us to beneficially own more than 5% of our common stock. None of our directors or executive officers beneficially own, or will beneficially own after the closing of the offering, any of our common stock.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Except as indicated in the footnotes to this table and subject to applicable community property laws, upon the closing of this offering, the persons named in the table will have sole voting and investment power with respect to all shares of common stock listed as beneficially owned by them. As of March 31, 2008, there was one registered holder of our common stock.

The following summary describes the material terms of our capital stock. However, you should refer to the actual terms of the capital stock contained in our amended and restated certificate of incorporation and applicable law. We intend to amend and restate our certificate of incorporation and bylaws prior to consummation of this offering. A copy of our amended and restated certificate of incorporation and amended and restated bylaws will be filed as exhibits to the Registration Statement of which this prospectus is a part. The following description refers to the terms of our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation provides that our authorized capital stock will consist of shares of common stock, par value $0.01 per share, and shares of preferred stock, par value $0.01 per share, that are undesignated as to series.

As of , 2008, shares of common stock were issued and outstanding and shares of undesignated preferred shares were outstanding.

The holders of common stock are entitled to one vote per share in all matters to be voted on by our stockholders and are not entitled to cumulative voting rights. Accordingly, holders of a majority of the outstanding shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Subject to the rights of the holders of any preferred stock that may from time to time be outstanding, holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available therefor. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all assets remaining after payment of our liabilities and the liquidation preference, if any, of any outstanding preferred stock. Holders of shares of common stock have no preemptive, subscription or conversion rights. There are no redemption or sinking fund provisions applicable to our common stock. All of the outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock which we may designate and issue in the future.

Under our amended and restated certificate of incorporation, our Board of Directors has the authority, without action by our stockholders, to designate and issue any authorized but unissued shares of preferred stock in one or more series and to designate the rights, preferences and privileges of each series, any or all of which may be greater than the rights of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of our common stock until our Board of Directors determines the specific rights of the holders of preferred stock. However, the effects might include, among other things, restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock and delaying or preventing a change in control without further action by our stockholders.

We are subject to Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder, unless the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an interested stockholder is a person who, together

with affiliates and associates, owns or, in the case of affiliates or associates of the corporation, within three years prior to the determination of interested stockholder status, owned 15% or more of a corporation’s voting stock. The existence of this provision could have anti-takeover effects with respect to transactions not approved in advance by our Board of Directors, such as discouraging takeover attempts that might result in a premium over the market price of our common stock. For these purposes Platinum and its affiliates will not constitute “interested stockholders.”

Our amended and restated certificate of incorporation provides that our Board of Directors will be divided into three classes of directors, with the number of directors in each class to be as nearly equal as possible. Our classified board staggers terms of the three classes and will be implemented through one, two and three-year terms for the initial three classes, followed in each case by full three-year terms. With a classified board, only one-third of the members of our Board of Directors will be elected each year. This classification of directors will have the effect of making it more difficult for stockholders to change the composition of our Board of Directors. Our amended and restated certificate of incorporation and our amended and restated bylaws provide that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by our Board of Directors, but must consist of not less than three directors. This provision will prevent stockholders from circumventing the provisions of our classified board.

Our amended and restated certificate of incorporation provides that the affirmative vote of the holders of at least 75% of the voting power of our issued and outstanding capital stock, voting together as a single class, is required for the following:

Our amended and restated bylaws establish an advance notice procedure for stockholders to bring matters before special stockholder meetings, including proposed nominations of persons for election to our Board of Directors. These procedures specify the information stockholders must include in their notice and the timeframe in which they must give us notice. At a special stockholder meeting, stockholders may only consider nominations or proposals specified in the notice of meeting. A special stockholder meeting for any purpose may only be called by our Board of Directors, our Chairman or our Chief Executive Officer, and will be called by our Chief Executive Officer at the request of the holders of a majority of our outstanding shares of capital stock.

Our amended and restated bylaws do not give the Board of Directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at a meeting. However, our amended and restated bylaws may have the effect of precluding the conduct of that item of business at a meeting if the proper procedures are not followed. These provisions may discourage or deter a potential third party from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of our company.

The foregoing provisions of our amended and restated certificate of incorporation, our amended and restated bylaws and the Delaware General Corporation Law may have the effect of deterring or discouraging hostile takeovers or delaying changes in control of the company.

Our amended and restated certificate of incorporation will limit our directors’ and officers’ liability to the fullest extent permitted under Delaware corporate law. Specifically, our directors and officers will not be liable to us or our stockholders for monetary damages for any breach of fiduciary duty by a director or officer, except for liability:

If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The provision regarding indemnification of our directors and officers in our amended and restated certificate of incorporation will generally not limit liability under state or federal securities laws.

Delaware law and our amended and restated certificate of incorporation provide that we will, in certain situations, indemnify any person made or threatened to be made a party to a proceeding by reason of that person’s former or present official capacity with our company against judgments, penalties, fines, settlements and reasonable expenses including reasonable attorney’s fees. Any person is also entitled, subject to certain limitations, to payment or reimbursement of reasonable expenses in advance of the final disposition of the proceeding. In addition, the employment agreements to which we are a party provide for the indemnification of our employees who are party thereto.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Our transfer agent and registrar for our common stock is Mellon Investor Services.

At present, there is no established trading market for our common stock. We have applied to have our common stock listed on the NYSE under the symbol “PNA.”

In connection with the Platinum Acquisition, on May 9, 2006, PNA and certain of our subsidiaries, as borrowers, entered into an amended and restated senior secured credit agreement with a syndicate of financial institutions and institutional lenders. The facility provided for term loans of $85 million and revolving loans of up to $375 million including a letter of credit sub-facility of $30 million, that will terminate in five years. The term loans were repaid in full with the proceeds of the PNA Offering. On January 29, 2007, the amended and restated credit agreement was amended to permit the contribution of the stock of PNA to PNA Intermediate in connection with the PNA Intermediate Offering. On December 24, 2007, the amended and restated credit agreement was amended to permit the acquisition by PNA of Precision Flamecutting. On March 11, 2008, the amended and restated credit agreement was amended to increase the revolving credit facility from $375 million to $425 million and to increase the borrowing limit on inventory from $230 million to $260 million. Other terms of the amendment provide PNA with increased flexibility with regard to certain restrictive operating covenants including an increase in annual capital expenditure limits, the ability to make certain acquisitions without prior consent and approval to incur other indebtedness in specific circumstances.

All borrowings under PNA’s senior secured credit facilities are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

The interest rate per annum applicable to revolver loans made or outstanding as base rate loans will be equal to the base rate in effect, and the interest rate per annum applicable to revolver loans made or outstanding as LIBOR loans will be equal to the relevant adjusted LIBOR rate for the applicable interest period selected by PNA, in each case plus an applicable margin percentage.

The base rate will be the rate of interest announced or quoted by Bank of America, N.A. from time to time as its prime rate. The adjusted LIBOR rate will be determined by reference to settlement rates established for deposits in dollars in the London interbank market for a period equal to the interest period of the loan and the maximum reserve percentages established by the Board of Governors of the U.S. Federal Reserve to which our lenders are subject. The initial applicable margin percentage is a percentage per annum equal to 1.75% for revolver loans that are LIBOR loans. So long as no default has occurred and is continuing, the applicable margin percentage under the revolving loan facility is subject to adjustment increments based on performance goals.

On the first day of each month PNA will be required to pay each lender a commitment fee in respect of any unused commitments under the revolving loan facility.

Indebtedness under PNA’s senior secured credit facilities is guaranteed by us and PNA Intermediate and by PNA’s majority-owned subsidiaries that are not borrowers and future majority-owned subsidiaries (with certain agreed exceptions), and will be secured by a first priority security interest in substantially all of the borrower’s, and current majority-owned and future majority-owned subsidiaries’, existing and future property and assets (subject to certain agreed exceptions), including accounts receivable, inventory, equipment, general intangibles, intellectual property, investment property and other personal property, owned cash and cash proceeds of the foregoing, real estate and first priority pledge of PNA’s capital stock, of the guarantor subsidiaries and 66% of the stock of PNA’s foreign subsidiaries.

PNA’s senior secured credit facilities may require, subject to certain conditions, that PNA comply with a consolidated fixed charge coverage test. In addition, PNA’s senior secured credit facilities will include negative covenants restricting or limiting our ability, and the ability of our subsidiaries, to, among other things:

PNA’s senior secured credit facilities contain certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting PNA’s senior secured credit facilities to be in full force and effect and change of control. If such an event of default occurs, the lenders under PNA’s senior secured credit facilities would be entitled to take various actions, including acceleration of amounts due under PNA’s senior secured credit facilities and all actions permitted to be taken by a secured creditor.

In connection with the Platinum Acquisition, on May 9, 2006, we issued a secured subordinated promissory note, or the Preussag Seller Note, to Preussag North America, Inc. in the principal amount of $12 million. The Preussag Seller Note is subordinated in ranking to PNA’s senior secured credit agreement and is secured by a second priority lien on the outstanding shares of PNA’s capital stock. Under the Preussag Seller Note, PNAG Holding must make principal payments of $1,000,000 on each anniversary of the issuance of the Preussag Seller Note, and the entire unpaid principal amount of the Preussag Seller Note, including any accrued and unpaid interest thereon, is payable on the date that is five years and six months from the date of issuance. If, however, after giving effect to the payment of any installment of principal or any payment of interest, PNA would have a fixed charge coverage ratio of less than 1.2:1.0, then such payment shall be deferred and shall become due and payable on the last day of the first calendar quarter after the scheduled payment date on which, after giving effect to such payment and any other payments under the Preussag Seller Note due on such date, PNA would have a fixed charge coverage ratio of 1.2:1.0 or greater. Interest accrues on the outstanding principal amount of the Preussag Seller Note at a rate equal to 8% per annum, and is payable in arrears on the last day of each calendar quarter, and on the date on which the principal amount of the Preussag Seller Note is due. The Preussag Seller Note contains certain customary events of default, including payment defaults, breach of representations and warranties, covenant defaults, certain events of bankruptcy, actual or asserted failure of the Preussag Seller Note

to be in full force and effect and change of control. If such an event of default occurs, the lenders under PNA’s senior secured credit facilities would be entitled to take various actions, including acceleration of amounts due under PNA’s senior secured credit facilities and all actions permitted to be taken by a secured creditor.

On August 15, 2006, PNA issued $250,000,000 aggregate principal amount of PNA’s 10³/4% Senior Notes due 2016. Each of PNA’s existing domestic subsidiaries jointly, severally, fully and unconditionally guarantee the PNA Notes on a senior unsecured basis. If PNA creates or acquires a new domestic subsidiary, then that subsidiary will guarantee the PNA Notes on a senior unsecured basis to the extent such subsidiary guarantees any other debt of PNA, unless PNA designates the subsidiary as an “unrestricted subsidiary” under the indenture governing the PNA Notes. The PNA Notes are unsecured and rank equally in right of payment with all of PNA’s senior debt and senior in right of payment to all of PNA’s subordinated debt. The guarantees of the PNA Notes rank equally in right of payment with the guarantors’ existing and future senior obligations and senior in right of payment to their existing and future subordinated obligations. The PNA Notes and guarantees are effectively junior to any of PNA’s or the guarantors’ secured debt, as applicable, to the extent of the collateral securing such debt.

Interest on the PNA Notes accrues at a rate of 10³/4% per year, payable semi-annually in cash in arrears on March 1 and September 1 of each year, commencing March 1, 2007. The PNA Notes will mature on September 1, 2016.

On or after September 1, 2011, PNA may redeem some or all of the PNA Notes at any time at the redemption prices described in the indenture governing the PNA Notes. In addition, PNA may redeem up to 35% of the aggregate principal amount of the outstanding PNA Notes before September 1, 2009, with the net proceeds of certain equity offerings by PNA or the Company, including the offering of common stock hereunder. PNA may also redeem some or all of the PNA Notes before September 1, 2011 at a redemption price of 100% of the principal amount plus accrued and unpaid interest, if any, to the redemption date, plus a “make-whole” premium described in the indenture governing the PNA Notes.

If PNA experiences certain kinds of changes of control, including certain changes of control with respect to the Company, PNA must offer to purchase the PNA Notes at 101% of their principal amount at maturity, plus accrued and unpaid interest. If PNA sells certain assets and does not reinvest the net proceeds or repay debt under its senior secured credit facility in compliance with the indenture governing the PNA Notes, PNA must offer to repurchase the PNA Notes at 100% of their principal amount at maturity, plus accrued and unpaid interest, with such proceeds.

The indenture contains covenants that limit, among other things, PNA’s ability and the ability of its restricted subsidiaries to:

In connection with the PNA Offering, we agreed to file with the Securities and Exchange Commission within 270 days after the date of the initial issuance of the PNA Notes, a registration statement with respect to an offer to exchange each of the PNA Notes for a new issue of PNA’s debt securities registered under the Securities Act of 1933, as amended, with terms substantially identical to those of the PNA Notes (except for the provisions relating to the transfer restrictions and payment of additional interest) and to use commercially reasonable efforts to consummate an exchange offer after filing but in any event no later than 390 days after the date of the initial issuance of the PNA Notes. If we fail to satisfy these registration obligations, we will be required to pay additional interest to the holders of the PNA Notes under certain circumstances. In compliance with its obligations under the registration rights agreement entered into in connection with the PNA Offering, on May 14, 2007 PNA filed an initial registration statement on Form S-4 with the SEC relating to the issuance of such exchange notes. On August 9, 2007, the registration statement was declared effective. As a result, PNA is now subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.

Each of the following constitutes an “Event of Default” under the indenture governing the PNA Notes:

On September 27, 2006, 17 of PNA’s real estate properties were mortgaged with Bank of America, N.A. for amounts approximately equal to 75% of their appraised value. On November 2, 2006, an additional real estate property of PNA was similarly mortgaged with Bank of America, N.A. The mortgages are for 10 year periods, with the promissory notes evidencing the indebtedness thereunder maturing on October 1, 2016, with a fixed interest rate of 6.403% per year. The proceeds of $47.5 million net of expenses were transferred from the subsidiaries of Travel Main to Travel Main and then to PNAG Holding, in each case by way of dividend. None of PNAG Holding, PNA Intermediate, PNA or Travel Main is a party to or a guarantor of these mortgages.

On February 12, 2007, PNA Intermediate issued $170,000,000 aggregate principal amount at maturity of its Senior Floating Rate Toggle Notes due 2013. The Floating Rate Notes were offered for sale by the initial purchasers at 98.25% of their principal amount plus accrued interest from and including the date of issuance. PNA Intermediate received net proceeds on the issue date of approximately $163 million.

Cash interest on the Floating Rate Notes accrues at a rate per annum, reset quarterly, equal to three-month LIBOR plus the Spread (as defined below), and PIK interest, if any, will accrue at a rate per annum, reset quarterly, equal to three-month LIBOR plus 0.75% plus the Spread. The Spread is 7.00%, plus (1) 0.50% for each interest period commencing on or after the earlier of either the date that is 90 days following the consummation of a specified equity offering by PNA Intermediate or any of its direct or indirect parent companies and the first anniversary of the date of issuance of the Floating Rate Notes and (2) an additional 0.50% on or after the first anniversary of the date that is 90 days following the consummation of any such specified equity offering or the second anniversary of the date of issuance of the Floating Rate Notes, as applicable. The initial interest payment on the Floating Rate Notes is payable in cash. For any interest period thereafter, PNA Intermediate may elect to pay interest (1) entirely in cash or (2) entirely by increasing the principal amount of the outstanding Floating Rate Notes or issuing additional PIK notes. If PNA Intermediate elects to pay PIK interest, PNA Intermediate will increase the principal amount of the Floating Rate Notes or issue new Floating Rate Notes in an amount equal to the amount of PIK interest for the applicable interest payment period to holders of the Floating Rate Notes on the relevant record date. The Floating Rate Notes will mature on February 15, 2013.

PNA Intermediate may redeem some or all of the Floating Rate Notes at any time at the respective redemption prices described in the indenture governing the Floating Rate Notes, plus accrued and unpaid interest and additional interest, if any, to the redemption date.

Also, under certain circumstances, if the Floating Rate Notes would otherwise constitute “applicable high yield discount obligations,” or AHYDO, within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended, PNA Intermediate shall be required to redeem for cash that portion of each Floating Rate Note then outstanding equal to the amount that would prevent such Floating Rate Note from being treated as an AHYDO, at a price in cash equal to 100% of the principal amount at maturity thereof plus accrued and unpaid interest thereon on the date of redemption.

If PNA Intermediate experiences certain kinds of changes of control, PNA Intermediate must offer to purchase the Floating Rate Notes at 102% of their principal amount at maturity, plus accrued and unpaid interest.

If PNA intermediate or any of its restricted subsidiaries sells certain assets and does not reinvest the net proceeds or repay debt under PNA’s senior secured credit facility in compliance with the indenture governing the Floating Rate Notes, PNA Intermediate must offer to repurchase the Floating Rate Notes at 100% of their principal amount at maturity, plus accrued and unpaid interest, with such proceeds; provided that PNA Intermediate need not make such an offer if a restricted subsidiary of PNA Intermediate makes an offer to repurchase its own debt following an asset sale by such company pursuant to the terms of such debt. If PNA Intermediate or any its direct or indirect parent companies undertakes a specified initial public offering, PNA Intermediate must offer to use the proceeds from such offering to repurchase all of the Floating Rate Notes at 100% of their principal amount at maturity, plus accrued interest and unpaid interest, that may be purchased with such proceeds.

The indenture governing Floating Rate Notes places restrictions on the actions of PNA Intermediate and its restricted subsidiaries that are substantially similar to those contained in the indenture governing the PNA Notes.

In connection with the PNA Intermediate Offering, we agreed to file with the Securities and Exchange Commission within 270 days after the date of the initial issuance of the Floating Rate Notes, a registration statement with respect to an offer to exchange each of the Floating Rate Notes for a new issue of PNA Intermediate’s debt securities registered under the Securities Act of 1933, as amended, with terms substantially identical to those of the Floating Rate Notes (except for the provisions relating to the transfer restrictions and payment of additional interest) and to use commercially reasonable efforts to consummate an exchange offer after filing but in any event no later than 390 days after the date of the initial issuance of the Floating Rate Notes. If we fail to satisfy these registration obligations, we will be required to pay additional interest to the holders of the Floating Rate Notes under certain circumstances. On October 19, 2007, PNA Intermediate filed an initial registration statement on Form S-4 with the SEC relating to the issuance of such exchange notes. On February 7, 2008, the registration statement was declared effective. As a result, PNA Intermediate is now subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. However, we intend to repay the Floating Rate Notes with a portion of the proceeds of this offering.

The indenture governing Floating Rate Notes places contains events of default that are substantially similar to those contained in the indenture governing the PNA Notes.

Prior to this offering, there was no public market for our common stock, and we cannot predict what effect, if any, market sales of shares of common stock or the availability of shares of common stock for sale will have on the market price of our common stock. Nevertheless, sales of substantial amounts of common stock in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our common stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. None of our common stock is subject to outstanding options or warrants to purchase, or securities convertible into, common stock of PNAG Holding.

As of March 31, 2008, Platinum was the only holder of our common stock. Upon the closing of this offering, we will have outstanding an aggregate of shares of our common stock. Of the outstanding shares, the shares sold in this offering, including any shares sold in this offering in connection with the exercise by the underwriters of their over-allotment option, will be freely tradable without restriction or further registration under the Securities Act, except that any shares purchased in this offering by our “affiliates,” as that term is defined under Rule 144 of the Securities Act, may be sold only in compliance with the limitations described below. The remaining outstanding shares of common stock that are not sold in this offering, or shares, will be deemed “restricted securities” as that term is defined under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under the Securities Act, such as under Rule 144 under the Securities Act, which are summarized below.

In general, under Rule 144 under the Securities Act of 1933, as in effect on the date of this prospectus, a person who is not one of our affiliates at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock for at least six months would be entitled to sell an unlimited number of shares of our common stock provided current public information about us is available and, after one year, an unlimited number of shares of our common stock without restriction. Our affiliates who have beneficially owned shares of our common stock for at least six months are entitled to sell within any three-month period a number of shares that does not exceed the greater of:

Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

In connection with this offering, we, our directors, certain of our officers and all our stockholders have agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any shares of our common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of both Citigroup Global Markets Inc. and UBS Securities LLC. Citigroup Global Markets Inc. and UBS Securities LLC have advised us that they have no current intent or arrangement to release any of the shares subject to the lock-up agreements prior to the expiration of the lock-up period. The lock-up agreements permit stockholders to transfer common stock and other securities subject to the lock-up agreements in certain circumstances; any waiver is at the discretion of both Citigroup Global Markets Inc. and UBS Securities LLC.

The 180-day restricted period described in the preceding paragraph will be extended if:

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the announcement of the material news or material event.

Taking into account the lock-up agreements described above, and assuming that Citigroup Global Markets Inc. and UBS Securities LLC do not, collectively, release any parties from these agreements, that there is no extension of the lock-up period, that no stockholders that hold the registration rights described above exercise those rights and without giving effect to the terms of the lock-up provisions contained in the registration rights agreement, the following restricted securities will be eligible for sale in the public market at the following times pursuant to the provisions of Rules 144:

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be negotiated between us and the representative of the underwriters. Among the factors to be considered in these negotiations are:

The estimated initial public offering price range set forth on the cover of this preliminary prospectus is subject to change as a result of market conditions and other factors.

The following is a general discussion of the material U.S. federal income tax consequences of the ownership and disposition of our common stock, but is not a complete analysis of all the potential tax consequences relating thereto.

For the purposes of this discussion, a non-U.S. holder is any beneficial owner of our common stock that for U.S. federal income tax purposes is neither a partnership nor a “U.S. person.” For purposes of this discussion, the term U.S. person means:

If a partnership holds our common stock, the tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our common stock and partners in such partnerships should consult their tax advisors.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant in light of a non-U.S. holder’s special tax status or special circumstances. U.S. expatriates, insurance companies, tax-exempt organizations, dealers in securities, banks or other financial institutions, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax and investors that hold our common stock as part of a hedge, straddle or conversion transaction are among those categories of potential investors that may be subject to special rules not covered in this discussion. This discussion does not address any non-income tax consequences or any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction. Furthermore, the following discussion is based on current provisions of the Internal Revenue Code of 1986, as amended, and Treasury Regulations and administrative and judicial interpretations thereof, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. Accordingly, each non-U.S. holder should consult its tax advisors regarding the U.S. federal, state, local and non-U.S. income and other tax consequences of acquiring, holding and disposing of shares of our common stock.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. INVESTORS CONSIDERING THE PURCHASE OF SECURITIES PURSUANT TO THIS OFFERING ARE ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICATION OF OTHER FEDERAL TAX LAWS, FOREIGN, STATE AND LOCAL LAWS, AND TAX TREATIES.

Payments on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and will first be applied against and reduce a holder’s adjusted basis in the common stock, but not below zero, and then the excess, if any, will be treated as gain from the sale of the common stock.

Amounts treated as dividends paid to a non-U.S. holder of common stock generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividends or such lower rate as may be

specified by an applicable tax treaty. In order to receive a reduced treaty rate, a non-U.S. holder must provide a valid Internal Revenue Service, or IRS, Form W-8BEN or other successor form certifying qualification for the reduced rate.

Dividends received by a non-U.S. holder that are effectively connected with a U.S. trade or business conducted by the non-U.S. holder are exempt from such withholding tax. In order to obtain this exemption, a non-U.S. holder must provide a valid IRS Form W-8ECI or other successor form properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are generally taxed at the same graduated rates applicable to U.S. persons, net of allowable deductions and credits.

In addition to the graduated income tax described above, dividends received by a corporate non-U.S. holder that are effectively connected with a U.S. trade or business of such holder may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable tax treaty.

A non-U.S. holder may obtain a refund of any excess amounts withheld if an appropriate claim for refund is filed timely with the IRS. If a non-U.S. holder holds our common stock through a foreign partnership or a foreign intermediary, the foreign partnership or foreign intermediary will also be required to comply with additional certification requirements.

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, as long as our common stock is regularly traded on an established securities market, however, such common stock will be treated as U.S. real property interests only if the non-U.S. holder actually or constructively held more than 5% of such regularly traded common stock.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to the U.S. federal income tax imposed on net income on the same basis that applies to U.S. persons generally and, for corporate holders under certain circumstances, the branch profits tax, but will generally not be subject to withholding, provided any certification requirements are met. Gain described in the second bullet point above (which may be offset by U.S. source capital losses) will be subject to a flat 30% U.S. federal income tax. Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules.

Generally, we must report annually to the IRS the amount of dividends paid, the name and address of the recipient, and the amount, if any, of tax withheld, together with other information. A similar report is sent to the

holder. These information reporting requirements apply even if withholding was not required because the dividends were effectively connected dividends or withholding could have been reduced or eliminated by an applicable tax treaty. Pursuant to tax treaties or other agreements, the IRS may make its reports available to tax authorities in the recipient’s country of residence.

Backup withholding (currently at a rate of 28%) will generally not apply to payments of dividends made by us or our paying agents, in their capacities as such, to a non-U.S. holder of our common stock if the holder has provided the certification described above that it is not a U.S. person or has otherwise established an exemption.

Payments of the proceeds from a disposition effected outside the United States by a non-U.S. holder of our common stock made by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting (but not backup withholding) will apply to such a payment if the broker is a U.S. person, a controlled foreign corporation for U.S. federal income tax purposes, a foreign person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period, or a foreign partnership if (1) at any time during its tax year, one or more of its partners are U.S. persons who, in the aggregate hold more than 50% of the income or capital interest in such partnership or (2) at any time during its tax year, it is engaged in the conduct of a trade or business in the United States, unless in any such case the broker has documentary evidence that the beneficial owner is a non-U.S. holder and specified conditions are met or an exemption is otherwise established.

Payment of the proceeds from a disposition by a non-U.S. holder of common stock made by or through the U.S. office of a broker is generally subject to information reporting and backup withholding unless the non-U.S. holder certifies as to its non-U.S. holder status under penalties of perjury or otherwise establishes an exemption from information reporting and backup withholding.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided the required information is furnished timely to the IRS.

Citigroup Global Markets Inc. and UBS Securities LLC are acting as managers of this offering and are acting as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the over-allotment option described below) if they purchase any of the shares.

The underwriters propose to offer some of the shares directly to the public at the public offering price set forth on the cover page of this prospectus and some of the shares to dealers at the public offering price less a concession not to exceed $ per share. The underwriters may allow, and dealers may re-allow, a concession not to exceed $ per share on sales to other dealers. If all of the shares are not sold at the initial offering price, the representatives may change the public offering price and the other selling terms. The representatives have advised us that the underwriters do not intend sales to discretionary accounts to exceed five percent of the total number of shares of our common stock offered by them.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of common stock at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment.

We, our directors, certain of our officers and all of our stockholders have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of both Citigroup Global Markets Inc. and UBS Securities LLC, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock. Citigroup Global Markets Inc. and UBS Securities LLC in their discretion may collectively release any of the common stock or other securities subject to these lock-up agreements at any time without notice.

At our request, the underwriters have reserved up to % of the shares of common stock for sale at the initial public offering price to persons who are employees, officers, and directors and other parties associated with us through a directed share program. The number of shares of common stock available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares of common stock offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed shares. Individuals who purchase shares in the directed share program will be subject to a 25 day lock-up period, except that any of our officers or directors who purchase shares in the directed share program will remain subject to the 180-day lock-up period from the date of this prospectus, as described above.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date), an offer of shares described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities may be offered to the public in that Relevant Member State at any time:

Each purchaser of shares described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The sellers of the shares have not authorized and do not authorize the making of any offer of the shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors, or Qualified Investors, within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Neither this prospectus nor any other offering material relating to the prospectus described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or by the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be

The shares may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

The offer in The Netherlands of the shares included in this offering is exclusively limited to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, pension funds, other institutional investors and finance companies and treasury departments of large enterprises).

The underwriters have not offered or sold and will not offer or sell our common stock in Hong Kong SAR by means of this prospectus or any other document, other than to persons whose ordinary business involves buying or selling shares or debentures, whether as principal or agent or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong SAR), and (2) unless it is a person who is permitted to do so under the securities laws of Hong Kong SAR, it has not issued or held for the purpose of issue in Hong Kong and will not issue or hold for the purpose of issue in Hong Kong SAR this prospectus, any other offering material or any advertisement, invitation or document relating to the common stock, otherwise than with respect to common stock intended to be disposed of to persons outside Hong Kong SAR or only to persons whose business involves the acquisition, disposal, or holding of securities, whether as principal or as agent.

The shares offered in this prospectus have not been registered under the Securities and Exchange Law of Japan, and it has not offered or sold and will not offer or sell, directly or indirectly, the common stock in Japan or to or for the account of any resident of Japan, except (1) pursuant to an exemption from the registration requirements of the Securities and Exchange Law and (2) in compliance with any other applicable requirements of Japanese law.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the common stock, may not be circulated or distributed, nor may the common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than (1) to an institutional investor or other person specified in Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (2) to a sophisticated investor, and in accordance with the conditions, specified in Section 275 of the SFA or (3) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price for the shares was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our record of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the prices at which the shares will sell in the public market

after this offering will not be lower than the initial public offering price or that an active trading market in our common stock will develop and continue after this offering. The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock.

In connection with this offering, , on behalf of the underwriters, may purchase and sell shares of common stock in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of our common stock in excess of the number of shares to be purchased by the underwriters in this offering, which creates a syndicate short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented by the underwriter’s over-allotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which it may purchase shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of our common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares of our common stock in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while this offering is in progress.

The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the underwriters repurchase shares originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.

Any of these activities may have the effect of preventing or retarding a decline in the market price of our common stock. They may also cause the price of our common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the New York Stock Exchange or in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

We have applied to have the common stock listed on the New York Stock Exchange under the symbol “PNA.”

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives will allocate shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

The underwriters and certain of their affiliates have provided and may in the future provide financial advisory, investment banking and commercial banking services in the ordinary course of business to us and to certain of our affiliates, for which they receive customary fees and expense reimbursement.

Our counsel, Willkie Farr & Gallagher LLP, New York, New York, will issue an opinion regarding the validity of our common stock offered by this prospectus. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cahill Gordon & Reindel LLP, New York, New York.

The consolidated financial statements of PNA Group Holding Corporation (Successor) as of December 31, 2007 and 2006, the year ended December 31, 2007 and for the period from May 10, 2006 to December 31, 2006 and the consolidated financial statements of PNA Group, Inc. (Predecessor) for the period from January 1, 2006 to May 9, 2006 and for the year ended December 31, 2005 included in this prospectus have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

We have filed with the SEC a registration statement on Form S-1 under the Securities Act relating to the shares of our common stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For further information about us and the common stock offered, see the registration statement and the exhibits and schedules thereto. Statements contained in this prospectus regarding the contents of any contract or any other document to which reference is made are not necessarily complete, and, in each instance where a copy of a contract or other document has been filed as an exhibit to the registration statement, reference is made to the copy so filed, each of those statements being qualified in all respects by the reference.

A copy of the registration statement, the exhibits and schedules thereto and any other document we file may be inspected without charge at the public reference facilities maintained by the SEC in 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any part of the registration statement may be obtained from this office upon the payment of the fees prescribed by the SEC. The public may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1-800-SEC-0330. Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov.

Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Exchange Act and, accordingly, will file annual reports containing consolidated financial statements audited by an independent registered public accounting firm, quarterly reports containing unaudited consolidated financial data, current reports, proxy statements and other information with the SEC. You will be able to inspect and copy such periodic reports, proxy statements and other information at the SEC’s public reference room and the website of the SEC referred to above.

In our opinion, the accompanying consolidated statements of income, of stockholder’s equity, and of cash flows present fairly, in all material respects, the results of operations and cash flows of PNA Group, Inc. (Predecessor) and its subsidiaries for the year ended December 31, 2005 and the period from January 1, 2006 to May 9, 2006 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule of PNA Group, Inc. (Predecessor) listed in the index appearing under Item 16(b) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting and Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of stockholders’ equity, and of cash flows present fairly, in all material respects, the financial position of PNA Group Holding Corporation (Successor) and its subsidiaries at December 31, 2006 and December 31, 2007, and the results of their operations and their cash flows for the period from May 10, 2006 to December 31, 2006 and for the year ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules of PNA Group Holding Corporation (Successor) listed in the index appearing under Item 16(b) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying notes are an integral part of these consolidated financial statements.

PNA Group Holding Corporation (“PNAG Holding”), formerly known as Travel Holding Corporation, is a holding company which owns all the outstanding stock of its two subsidiaries, PNA Intermediate Holding Corporation (“PNA Intermediate”) and Travel Main Corporation (“Travel Main”). PNA Intermediate is a holding company which owns all the outstanding stock of its subsidiary, PNA Group, Inc. (“PNA”). PNA is a holding company which provides management services to and conducts business through five operating subsidiaries. PNAG Holding and its subsidiaries are referred to collectively herein as the “Company” or “Successor Company”, “we”, “us” or “our”.

The Company, through its indirect wholly-owned subsidiary, PNA, is a leading national steel service center group that distributes steel products and provides value-added steel processing services to our customers, which are largely comprised of fabricators and original equipment manufacturers, across a diversified group of industries, including the (i) infrastructure, institutional, industrial and commercial construction, (ii) machinery and equipment, (iii) oil and gas, (iv) telecommunications and (v) utilities markets. The Company distributes a variety of steel products, including a full line of structural and long products, plate, flat rolled coil, tubulars and sheet, as well as performs a variety of value-added processing services for our customers.

The Company’s steel service center business is organized into two reportable segments: the long products and plate segment and the flat rolled segment. During 2007, PNA operated its business through four operating subsidiaries: Infra-Metals Company (“Infra-Metals”), Delta Steel, LP (“Delta”), Feralloy Corporation (“Feralloy”) and Metals Supply Company, Ltd. (“Metals Supply” or “MSC”). Infra-Metals, Delta and Feralloy comprised the historical operations of PNA prior to 2006. MSC was acquired by PNA on May 31, 2006. On December 24, 2007, PNA completed the acquisition of Precision Flamecutting & Steel, L.P. (“Precision Flamecutting”). The Company’s long products and plate segment consists of Infra-Metals, Delta, MSC and Precision Flamecutting. The Company’s flat rolled segment consists of Feralloy’s operations.

On February 14, 2006, PNAG Holding, an affiliate of Platinum Equity Capital Partners (“Platinum”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PNA and Preussag North America, Inc., PNA’s former owner (“Preussag” or the “Seller”), to acquire all of the outstanding capital stock of PNA. On May 9, 2006, Platinum closed the acquisition of PNA whereby Travel Merger Corporation (“Travel Merger”, a wholly owned subsidiary of PNAG Holding) merged with and into PNA, with PNA being the surviving corporation. See Note 2 Business Combinations for further discussion of the acquisitions of PNA, MSC and Precision Flamecutting.

On August 10, 2006, PNA completed a transaction whereby it effectively transferred 18 of its real estate assets to 7 wholly owned subsidiaries of Travel Main and then entered into 15 year operating leases with respect to these properties that provide for PNA’s continued use of them in its operations.

PNA Intermediate was incorporated in Delaware on January 25, 2007 as a wholly owned subsidiary of PNAG Holding. The capital stock of PNA was contributed by PNAG Holding to PNA Intermediate on January 29, 2007. As a result, PNA became a wholly-owned subsidiary of PNA Intermediate.

The Consolidated Financial Statements include the accounts of the Company, PNA Intermediate, PNA, PNA’s wholly owned subsidiaries and their respective subsidiaries. Significant intercompany balances and transactions within the consolidated group have been eliminated in consolidation.

As a result of the purchase of PNA by PNAG Holding, for purposes of the accompanying Consolidated Financial Statements the results of operations of PNA for the year ended December 31, 2005 and the period from January 1, 2006 to May 9, 2006 are represented by the Predecessor Company balances and the results of operations of PNA for the period from May 10, 2006 to December 31, 2006 and the year ended December 31, 2007 are represented by the Successor Company balances. As a result of the application of purchase accounting, the Predecessor Company balances and amounts presented in the financial statements and footnotes are not comparable with those of the Successor Company.

In accordance with Staff Accounting Bulletin Topic 1B.3, pro forma basic and fully diluted earnings per share adjusted for dividends in excess of earnings is calculated by including in shares outstanding the assumed number of shares required to be issued in the Company’s initial public offering, the proceeds of which are assumed for the purposes of this calculation to have been used to pay dividends during the twelve months ended March 31, 2008 plus additional planned dividends resulting from the Company’s initial public offering in excess of net income for the twelve months ended March 31, 2008. The calculation assumes an initial offering price of $ per share, the mid-point of the initial public offering price that ranges between $ and $ per share. The dividends in excess of earnings and assumed number of additional shares issued to pay dividends in excess of earnings for the twelve months ended March 31, 2008 are as follows:

Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with maturities of three months or less.

Included in the monthly mortgage payments by Travel Main’s subsidiaries are the amounts for estimated property taxes and repairs, environmental and miscellaneous items. These additional payments are held in an escrow account by the mortgage lender and are not available to PNA Intermediate or to PNA. The amount paid into the escrow accounts is an estimate based on the historical level of such items as determined by the mortgage lender.

The Company’s sales are almost entirely to customers located in the United States and Canada. Accounts receivable are recorded for invoices issued to customers. The Company performs periodic credit evaluations of its ongoing customers and on all new customers prior to the initial sale. The Company generally does not require collateral or deposits though some sales may be made on a “cash on delivery” basis. The Company maintains an allowance for doubtful accounts at an amount it considers to be a sufficient estimate of losses resulting from the inability of its customers to make required payments. In judging the adequacy of the allowance for doubtful accounts, the Company considers multiple factors including historical bad debt experience, the current economic environment and the aging of the receivables. Credit losses experienced have generally been within management’s expectations. The Company cannot guarantee the rate of future credit losses will be similar to past experience. Generally, receivables past due more than 90 days are considered delinquent though management may use judgment taking into account historical payment patterns and the length of time of the customer relationship. Delinquent receivables are written-off against the allowance when an account is no longer collectible based on individual evaluation of collectibility and specific circumstances of the customer.

The Company is exposed to credit risk in the event of nonpayment by customers principally within the construction industry. The Company’s top ten customers account for approximately 10% of total net sales, with no single customer accounting for more than 2% of fiscal year 2007 net sales. Changes in this industry may significantly affect management’s estimates and the Company’s financial performance. The Company mitigates its exposure to credit risk by performing ongoing credit evaluations (see Accounts Receivable and Allowance for Doubtful Accounts above).

The Company’s financial instruments consist of cash, accounts receivable, equity investments, accounts payable and loans and notes payable. In the case of cash, accounts receivable and accounts payable, the carrying amount on the balance sheet approximates the fair values due to the short-term nature of these instruments. Based on borrowing rates available to the Company for loans with similar terms, the carrying value of loans and notes payable approximates the fair values.

Inventories are held for sale at the Company’s service center locations and are valued at the lower of cost or market (i.e., net realizable value). Methods used to determine cost are the weighted average cost and the specific identification methods. Inventory on hand is regularly reviewed and, when necessary, a provision for damaged or slow-moving inventory is recorded based on historical and current sales trends. Changes in product demand and

our customer base may affect the value of inventory on hand which may require higher provisions for damaged or slow-moving inventory. Provisions for damaged or slow-moving inventory were not material as of December 31, 2006 and 2007.

Property, plant and equipment are valued at cost less accumulated depreciation. All property, plant and equipment, except land, are depreciated using the straight-line method over the estimated useful lives of the related assets ranging from 5 to 40 years. Leasehold improvements are amortized on a straight-line basis over the estimated useful life of the improvement or the remaining life of the lease, whichever is shorter. At the time property, plant and equipment are sold or otherwise disposed of, the accounts are relieved of the cost of the assets and the related accumulated depreciation, and any resulting gain or loss is credited or charged to income.

Deferred financing costs are amortized over the life of the related debt using the effective interest method.

The equity method of accounting is used where the Company’s investment in voting stock gives it the ability to exercise significant influence over the investee, generally 20% to 50%. The equity method is used to account for Feralloy’s investments in Indiana Pickling and Processing Company (45% interest), Acero Prime S. de R.L. de C.V. (40% interest) and Oregon Feralloy Partners LLC (40% interest).

The Company had $4,429 and $5,738 of undistributed earnings in equity investments at December 31, 2006 and 2007, respectively.

PNAG Holding files a consolidated federal income tax return that includes PNA Intermediate, PNA, PNA’s wholly owned subsidiaries and their respective subsidiaries. Income taxes are accounted for under an asset and liability approach that requires the recognition of deferred income tax assets and liabilities for the expected future tax impact of temporary differences arising from assets and liabilities whose tax bases are different from financial statement amounts. A valuation allowance is established if it is more likely than not that all or a portion of deferred income tax assets will not be realized. Realization of the future tax benefits of deferred income tax assets is dependent on the Company’s ability to generate taxable income within the carryforward period and the periods in which net temporary differences reverse.

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109, Accounting for Income Taxes, or FIN 48, which clarifies the accounting for uncertainty in income taxes. FIN 48 prescribes a consistent recognition threshold and measurement attribute as well as establishes criteria for subsequently recognizing, derecognizing and measuring uncertain tax positions for financial statement purposes. The interpretation requires that the Company recognize in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. FIN 48 also provides guidance on classification, interest and penalties, accounting in interim periods and disclosure. The impact of the Company’s reassessment of its tax positions in accordance with FIN 48 did not have a material impact on its results of operations, financial condition or liquidity.

The Company has determined it had no unrecognized tax benefit as of January 1, 2007, and therefore, there was no effect on the Company’s retained earnings as of January 1, 2007 as a result of the adoption of FIN 48. As of December 31, 2007, the Company had an unrecognized tax benefit of $623. The Company also determined that if the total amount of unrecognized tax benefits recorded as of December 31, 2007 were actually recognized, the impact on the Company’s effective tax rate would be immaterial.

Any potential penalties and interest related to income tax matters are included in income tax expense in the accompanying consolidated financial statements. Accrued interest and penalties as of December 31, 2007 were $166, all of which has been recognized in the Company’s Consolidated Statement of Income for the year then ended. The tax years ended December 31, 2004 and 2005 as well as the periods January 1, 2006 to May 9, 2006 and May 10, 2006 to December 31, 2006 remain open and subject to examination in the following significant income tax jurisdictions: Federal, Alabama, Arizona, California, Connecticut, Florida, Georgia, Indiana, Illinois, Ohio, South Carolina, Texas, and Virginia. Income tax returns for the year ended December 31, 2007 have not been filed yet.

Most employees of Feralloy are covered by pension plans. Pension costs include provisions for service cost, interest cost and return on plan assets. The policy with respect to Feralloy’s pension plans is to contribute amounts equal to the sum of normal cost and the amount required to amortize unfunded liabilities over 25 years, but not more than the maximum deductible amount allowed under applicable tax laws and not less than the minimum annual contribution required by applicable regulations.

Feralloy also adopted a nonqualified, unfunded retirement plan (the “Supplemental Executive Retirement Plan”, or “SERP”) to provide supplemental benefits to certain of its executive employees. To provide for the SERP, Feralloy has purchased Company-owned life insurance contracts on the related employees.

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, collection is reasonably assured, and the sale price is fixed and determinable. Risk of loss for products shipped passes at the time of shipment when shipments are made by common carrier or at delivery when our trucks are used.

The Company classifies all amounts billed to a customer in a sales transaction related to shipping as revenue. In addition, all costs related to shipping are recorded as cost of materials sold in the Consolidated Statements of Income.

The Company has at various times entered into derivative instruments as a strategy to manage interest rate risk in order to minimize significant, unanticipated fluctuations that may arise from volatility of the interest rates on its floating rate debt with its senior secured lender. The Company does not enter into derivative instruments for trading or speculative purposes.

Under Statement of Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities all derivatives are recorded on the balance sheet at fair value. The changes in the fair value of interest rate swaps that qualify as cash flow hedges are recorded in other comprehensive income and are recognized in the Consolidated Statements of Income when the hedged items affect earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in earnings. The changes in the fair value of derivative instruments that do not quality for hedge accounting treatment are recognized immediately in the Consolidated Statements of Income.

Goodwill is the excess of the acquisition cost of the businesses over the fair value of the identifiable net assets acquired. In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, the Company does not amortize goodwill. Instead, goodwill is tested for impairment annually as of October 1 unless indicators of impairment exist. In the first step, the Company estimates the fair values of its reporting units using a discounted cash flow approach. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other net tangible and intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill.

Intangible assets consist of customer relationships, non-compete agreements, backlog and proprietary software. Amortization of software costs, non-compete agreements and backlog are recorded on the straight-line method with useful lives of three years, two years and two months, respectively. Customer relationships are amortized over their useful lives which range from 15-20 years on a weighted average recoverable basis estimated using annual attrition rates. The Company evaluates impairment of its intangible assets on an individual basis whenever circumstances indicate that the carrying value may not be recoverable.

In accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is

performed using undiscounted future net cash flows of assets grouped at the lowest level for which there are identifiable cash flows that are independent of the cash flows of other groups of assets. If the undiscounted future net cash flows are less than the carrying amount of the asset, the asset is deemed impaired. The amount of the impairment is measured as the difference between the carrying value and the fair value of the asset.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on historical experience and information that is available to management about current events and actions the Company may take in the future. Significant items subject to estimates and assumptions include the evaluation of the recoverability of the carrying value of long-lived assets and goodwill; valuation allowances for receivables, inventories and deferred income tax assets; legal and environmental liabilities; and assets and obligations related to employee benefit plans. Actual results could differ from those estimates and the differences could be material.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair Value Measurements, or SFAS 157, which establishes a framework for measuring fair value and expands disclosure about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. This Statement does not require any new fair value measurements. The application of this Statement relates to the definition of fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. The definition of fair value retains the exchange price notion and clarifies that the exchange price is the price in an orderly transaction between market participants. The definition focuses on the price that would be received to sell the asset or paid to transfer the liability. SFAS 157 establishes a fair value hierarchy from observable market data as the highest level to fair value based on an entity’s own fair value assumptions as the lowest level. Adoption is required as of the beginning of the first fiscal year that begins after November 15, 2007. Early adoption is permitted. The provisions of this Statement should be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied. The Company is in the process of evaluating what, if any, effect adoption of SFAS 157 may have on its financial statements when it is adopted effective January 1, 2008.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 is effective for fiscal years beginning after November 15, 2007. SFAS 159 permits companies to measure financial instruments and certain other assets and liabilities at fair value on an instrument by instrument basis. SFAS 159 also establishes presentation and disclosure requirements to facilitate comparisons between companies that select different measurement attributes for similar types of assets and liabilities. The Company is in the process of evaluating what, if any, effect adoption of SFAS 159 may have on its financial statements when SFAS 159 is adopted effective January 1, 2008.

accounted for at fair value under the acquisition method of accounting but FAS 141(R) changed the method of applying the acquisition method in a number of significant aspects. FAS 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. FAS 141(R) amends FAS 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of FAS 141(R) would also apply the provisions of FAS 141(R). Early adoption is not allowed. The provisions of FAS 141R will only impact the Company is a party to a business combination after the pronouncement has been adopted.

In December 2007, the FASB issued Statement of Financial Accounting Standards (“FAS”) No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (“FAS 160)”). FAS 160 amends ARB 51 to establish new standards that will govern the accounting for and reporting of (1) noncontrolling interest in partially owned consolidated subsidiaries and (2) the loss of control of subsidiaries. FAS 160 is effective on a prospective basis for all fiscal years, and interim periods within those fiscal years beginning, on or after December 15, 2008, except for the presentation and disclosure requirements, which will be applied retrospectively. Early adoption is not allowed. The Company is currently in the process of evaluating what, if any, impact FAS 160 will have on its financial condition, results of operation and cash flows.

On February 14, 2006, PNAG Holding, an affiliate of Platinum, and its wholly owned subsidiary, Travel Merger, entered into an Agreement and Plan of Merger with PNA and Preussag to acquire all of the outstanding capital stock of PNA for cash consideration of $261,568, refinancing of existing indebtedness of $88,048, a $12,000 seller note and other consideration and costs of $3,762.

On May 9, 2006, Platinum closed the Merger Agreement whereby Travel Merger merged with and into PNA, with PNA being the surviving corporation. The transaction was financed with new borrowings under PNA’s amended and restated senior secured credit facility of $290,747, an equity investment of $17,500 and a $45,000 loan from Platinum. The proceeds from the new borrowings and equity investment were used to pay approximately $261,568 in acquisition consideration to our former stockholder and to refinance approximately $88,048 of indebtedness then outstanding under PNA’s then existing senior secured credit facility.

The allocation of the purchase price is based on valuations and estimates of the fair value of the assets acquired and liabilities assumed. These estimates resulted in an estimated fair value of net assets acquired of $442,720, which exceeded the purchase price by $77,342. This estimated fair value of net assets acquired in excess of the purchase price was allocated as a pro rata reduction of long-lived assets in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations. A summary of the allocation of purchase price is as follows:

The useful lives of the acquired intangibles are 20 years, 3 years, and 1 to 3 months for customer relationships, software and backlog, respectively.

A valuation was performed of the acquired entity as of the acquisition date. An initial allocation of the purchase price to the assets acquired and liabilities assumed was recorded at the time of the acquisition, which was refined upon completion of the final valuation and the resolution of a contingent liability. During the fourth quarter of fiscal year 2006, PNAG Holding resolved the contingency resulting in an additional payment due to the Seller. As a result, the purchase price increased by $1,194 and a corresponding adjustment to the allocation of the purchase price to long-lived asset classes, property, plant and equipment (increase of $776) and identifiable intangible assets (increase of $418), was also recorded. There were no other significant differences between the initial purchase price allocation entry and final amounts recorded upon completion of the valuation.

MSC is a leading structural steel service center and distributor in the Gulf Coast region of the United States with two facilities located in Texas. MSC distributes and sells a wide array of wide flange beams, as well as plate, pipe, structural tubing, merchant bar, pre-galvanized structural beams, bar grating, and floor plate. MSC also exports steel to Latin America, the Middle East and Southeast Asia. The acquisition of MSC allowed the Company to increase its market share in a growing geographic region as well as expand its product offering.

Effective May 31, 2006, PNA completed the acquisition of MSC pursuant to which PNA acquired all of the outstanding partnership interests of MSC and Clinton & Lockwood, Ltd. (an affiliate of MSC) for cash consideration of approximately $33,253 and refinanced $20,847 of Metals Supply’s then existing indebtedness. The acquisition was financed initially by a $54,221 loan from Platinum (the “MSC Acquisition Loan”).

On July 17, 2006, PNA borrowed $38,021 under its amended and restated senior secured credit facility and used the proceeds to repay a portion of the MSC Acquisition Loan to Platinum. The Company returned to

Platinum the remaining $16,200 of the MSC Acquisition Loan on August 16, 2006 with a portion of the proceeds from the issuance of PNA’s Senior Notes (see Note 8, Long-term Debt). The purchase agreement entered into in connection with the MSC Acquisition provided for a holdback of an additional $5,300 of purchase price to fund any indemnity claim by PNA and an additional holdback of $5,900 which will be paid over five years.

Goodwill recorded as a result of the acquisition of MSC totaled approximately $9,886, none of which is expected to be deductible for tax purposes. Other intangible assets acquired and their respective recorded amounts were as follows: customer relationships—$6,066, non-compete agreement—$5,882 and backlog—$446. The useful lives of the acquired intangible assets are 15 years, 2 years, and 2 months for customer relationships, non-compete agreement and backlog, respectively.

Precision Flamecutting, a Texas limited partnership operating one facility in Houston, is in the business of processing and distributing carbon, alloy, and high strength, low alloy steel plate, including plasma-cutting, flame-cutting, and beveling services, as well as machining, rolling, forming, heat-treating, coating, and general machining and fabrication services. The acquisition provides the Company the opportunity to broaden its value-added processing capabilities and product offerings and expand and diversify its customer base as well as increase its market share in one of the Company’s strategic locations. The acquisition of Precision Flamecutting represents an addition to the Company’s long products and plate business segment (see Note 14, Business Segment Information).

Effective December 24, 2007, PNA completed the acquisition of Precision Flamecutting pursuant to which PNA acquired all outstanding interests in the partnership for cash consideration of $47,063 paid at closing to the formers owners, costs associated with the transaction of $200 and refinancing of $7,325 of Precision Flamecutting’s then existing indebtedness. The acquisition was financed through additional borrowings under PNA’s revolving credit facility of $54,388. The purchase agreement provided for a holdback of $4,706 of the purchase price which is currently held in escrow to fund any indemnity claim by PNA as well as a working capital adjustment which the Company anticipates will result in a receivable that will be settled in 2008.

Goodwill recorded as a result of the acquisition of Precision Flamecutting totaled approximately $22,781, all of which is expected to be deductible for tax purposes. Other intangible assets acquired and their respective recorded amounts were as follows: customer relationships—$13,780, non-compete agreement—$6,564 and backlog—$63. The useful lives of the acquired intangible assets are 15 years, 2 years, and 1 month for customer relationships, non-compete agreement and backlog, respectively.

The operating results of MSC and Precision Flamecutting are included in the Company’s Consolidated Statements of Income from their respective dates of acquisition.

The following unaudited pro forma information presents consolidated results of operations for the year ended December 31, 2006 as if the acquisitions had occurred at the beginning of the period presented.

Property, plant and equipment consist of the following as of December 31, 2006 and 2007:

Depreciation expense was $9,466, $3,262, $3,839 and $6,188 for the year ended December 31, 2005, the periods January 1, 2006 to May 9, 2006 and May 10, 2006 to December 31, 2006 and the year ended December 31, 2007, respectively.

The Company had no amortizable intangible assets prior to May 10, 2006. Amortization expense was $4,087 for the period May 10, 2006 to December 31, 2006 and $5,365 for the year ended December 31, 2007.

The total weighted average amortization period for intangible assets is approximately 13 years and there are no residual values. The annual amortization expense expected for the succeeding five years is as follows: $9,086 in 2008, $7,043 in 2009, $3,135 in 2010, $2,643 in 2011 and $2,230 in 2012.

On January 18, 2005, the secured credit agreement was amended so that the facility was increased to $250,000, all of which was a revolver loan with an extension of the agreement for five years to January 2010.

In connection with the Platinum Acquisition, on May 9, 2006, PNA amended and restated the senior secured credit agreement further with a syndicate of financial institutions and institutional lenders. Set forth below is a summary of the terms of PNA’s senior secured credit facilities.

PNA’s senior secured credit facilities provide for senior secured financing of up to approximately $460,000 consisting of:

Under the terms of PNA’s revolving credit facility, we may borrow up to an amount equal to 65% of eligible inventory, limited to $230,000, plus 85% of eligible accounts receivable. All borrowings under PNA’s senior secured credit facilities are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

The loans are charged interest on a base rate method or a LIBOR method, at the option of PNA, as defined in the credit agreement. Interest on the loans is paid on a monthly or quarterly basis, depending on whether the loan is under the base rate method or LIBOR method. The principal on the revolver loan is due and payable on May 9, 2011. The term loans required scheduled quarterly payments of principal of $3,250 through April 1, 2011 but were repaid in total with the proceeds of the Senior Notes issued in August 2006 (see Senior Notes described below). In the event that there is a change of control in which case PNAG Holding ceases to own and control 100% of PNA, or in which PNA ceases to own and control 100% of each of Infra-Metals, Delta, Feralloy, MSC and Precision Flamecutting, or in the event that PNA violates debt covenants, as defined and specified in the credit agreement, then such occurrence shall constitute an event of default under the credit facility and the lenders have the ability, among other things, to accelerate the repayment of the loan. The secured credit facility

requires PNA to provide annual audited financial statements to the lenders within 90 days of fiscal year-end. The loans are secured by a blanket lien on all of PNA’s and its subsidiaries’ assets other than those of joint ventures in which it holds a minority interest, and the loans are not guaranteed by PNA Intermediate or PNAG Holding.

The aggregate borrowing limits under the outstanding credit facilities were $375,000 at December 31, 2006 and 2007. Borrowings under these lines of credit were $164,341 and $213,374 at December 31, 2006 and 2007, respectively. Interest rates on the outstanding credit facilities were 6.375% at December 31, 2006 and ranged from 6.375% to 6.75% at December 31, 2007. Letters of credit of $7,387 and $10,612 were also outstanding under these agreements as of December 31, 2006 and 2007, respectively. In addition, PNA pays a monthly fee of 0.25% to 0.375% of the unused portion of the credit facility calculated as the difference between the aggregate borrowing limit and the outstanding. The unused credit facility fee percentage fluctuates based on a calculation of PNA’s fixed charge coverage ratio as defined in the credit facility.

In conjunction with the amended and restated facility, the Company incurred $2,798 of secured credit facility closing fees and expenses which have been capitalized and included in “Deferred financing costs, net” in the Consolidated Balance Sheet. These costs are being amortized over the 5-year term of the agreement.

On March 11, 2008, PNA entered into an amendment with its senior secured lenders to increase the revolving credit facility from $375,000 to $425,000 and to increase the borrowing limit under the inventory portion of the calculation from $230,000 to $260,000. Other terms of the amendment provide PNA with increased flexibility with regard to certain restrictive operating covenants including an increase in annual capital expenditure limits, the ability to make certain acquisitions without prior consent and certain changes to permit other indebtedness.

As discussed in Note 2, Business Combinations, PNAG Holding entered into a $12,000 seller note dated May 9, 2006 in connection with the purchase of PNA from Preussag North America, Inc. Interest accrues at a rate of 8.0% per annum, payable in arrears at the end of each calendar quarter. Principal payments of $1,000 are due on each anniversary of the note, and the note matures on November 9, 2011 with all unpaid principal and interest due at that time. The note may be prepaid at any time without penalty and is secured by a second priority interest in the capital stock of PNA. In the event of default, the note contains certain restrictions on the payment of dividends or loans to affiliates.

On August 15, 2006, PNA completed an offering of unsecured 10³/4% Senior Notes due 2016 for $250,000 (the “Senior Notes”). The notes bear interest at a rate per annum equal to 10.75%, payable semi-annually in cash in arrears, on March 1 and September 1 of each year, commencing on March 1, 2007. The notes will mature on September 1, 2016. PNA may redeem some or all of the notes at any time after September 1, 2011 at a predetermined redemption price plus accrued and unpaid interest up to the applicable redemption date. In addition, on or prior to September 1, 2009, PNA may redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of certain equity offerings. PNA used the proceeds from this offering to permanently repay the term loans, repay a portion of the revolver loan under PNA’s senior secured credit facility, pay a dividend to fund a return of capital to its parent and to pay related transaction costs and expenses. PNA incurred $7,600 in closing fees and expenses which have been capitalized and included in “Deferred financing costs, net” in the balance sheet. These costs are being amortized over the 10-year term of the notes.

On September 28, 2006, 17 Travel Main subsidiary properties were mortgaged with Bank of America, N.A. and on November 2, 2006 an additional property was mortgaged, in each case for amounts approximately equal

to 75% of their appraised value. The mortgages are for 10 year periods at an interest rate of 6.403%. The funds received were used principally to repay loans from Platinum. Neither PNAG Holding, PNA Intermediate, PNA nor Travel Main is a party to or a guarantor of these mortgages.

On February 12, 2007, PNA Intermediate sold $170,000 aggregate principal amount at maturity of Senior Floating Rate Toggle Notes due 2013 (the “Floating Rate Notes”), the proceeds of which were used to pay a dividend to PNAG Holding (see Note 11, Related Parties) and transaction costs. The Floating Rate Notes were offered at a discount and therefore proceeds of the offering were 98.25% of the face amount of the Floating Rate Notes. Cash interest accrues on the Floating Rate Notes at a rate per annum, reset quarterly, equal to the three-month LIBOR plus 7.0% (the “Spread”). The interest rate was 11.87% as of December 31, 2007. Paid-in-kind interest, if any, accrues at a rate per annum, reset quarterly, equal to three-month LIBOR plus 0.75% plus the Spread. Interest is due on the Floating Rate Notes quarterly starting May 15, 2007. The initial interest payment was due in cash. For any period thereafter, PNA Intermediate may elect to pay interest in cash or through increasing the principal amount of the outstanding Floating Rate Notes or issuing additional paid-in-kind (“PIK”) notes which accrue interest at a rate per annum, reset quarterly, equal to the three-month LIBOR plus the Spread plus 0.75%. The Spread will increase by 0.50% on the first anniversary of the Floating Rate Notes or earlier based on the timing of a qualified equity issuance as defined in the indenture governing the Floating Rate Notes, and will further increase by an additional 0.50% on the second anniversary of the Floating Rate Notes or earlier based on the timing of the qualified equity issuance. The Floating Rate Notes mature on February 15, 2013. The original issue discount of $2,975 and transaction costs incurred in completing the offering of approximately $4,500 are being deferred and will be amortized over the life of the Floating Rate Notes. As of December 31, 2007, the carrying value of the Floating Rate Notes is $167,338, which is the aggregate principal amount owed at maturity of $170,000 less the unamortized portion of the original issue discount of $2,662.

The Floating Rate Notes are not guaranteed by the Company, PNA or any of their subsidiaries, are unsecured and rank equally in right of payment with all of PNA Intermediate’s senior debt and senior in right of payment to all of PNA Intermediate’s subordinated debt. The Floating Rate Notes are effectively junior to secured debt to the extent of the collateral securing such debt.

The amended and restated credit facility with Bank of America, N.A. contains covenants that restrict dividend payments from PNA to its parent when excess availability is less than $40,000. The amended and restated credit facility provides no monetary limit to dividends, provided that the availability restriction is met. The facility also contains restrictions on PNA’s ability to enter into certain transactions such as significant capital expenditures or business combinations without the lender’s consent. PNA received the lender’s consent with regard to the acquisition of Precision Flamecutting in December 2007. See Note 2 Business Combinations for further discussion of the acquisition of Precision Flamecutting for which the purchase price was financed through $54,388 in additional borrowings under the revolving credit facility.

In connection with the issuance of the Senior Notes, PNA entered into a registration rights agreement requiring that an initial registration statement be filed with the SEC within 270 days of issuance of the Senior Notes for purposes of registering the Senior Notes, with a requirement that the registration become effective within 390 days of issuance. Otherwise, PNA would have been required to pay additional interest in certain circumstances under the agreement. PNA filed the initial registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) on May 14, 2007. The SEC declared the registration statement effective August 9, 2007.

The Senior Notes contain restrictions on dividends payable by PNA to PNA Intermediate. In general, dividends and other restricted payments of up to 50% of Consolidated Net Income plus amounts received from

equity contributions received may be made so long as PNA maintains certain operating ratios as defined in the indenture governing the Senior Notes. Certain payments are exempt from these restrictions, and PNA can pay dividends of up to $15,000 in the aggregate over the term of the Senior Notes that are not subject to these restrictions. As of December 31, 2007, $15,000 of PNA’s retained earnings were unrestricted, and therefore available for payment of dividends. These amounts do not include approximately $10,574 in cash available at December 31, 2007 at PNA Intermediate available to pay Floating Rate Note interest.

The indenture governing the Floating Rate Notes contains restrictions on future dividends payable by PNA Intermediate to PNAG Holding. These restrictions are based on PNA Intermediate’s consolidated net income and other factors, although PNA Intermediate may pay dividends not in excess of $7,500 in the aggregate that are not subject to such restrictions. The Floating Rate Notes also include standard covenants related to restrictions on incurrence of future indebtedness and conveyance of assets as well as certain optional redemption rights and mandatory redemption requirements in the event of a qualified equity issuance as defined in the indenture agreement.

In addition, in connection with the issuance of the Floating Rate Notes, PNA Intermediate entered into a registration rights agreement providing the noteholders registration rights whereby in the event PNA Intermediate did not meet certain timetables for registering the Floating Rate Notes with the SEC, PNA Intermediate would have been required to pay additional interest in certain circumstances. The registration rights agreement relating to the Floating Rate Notes requires that an initial registration statement be filed with the SEC within 270 days of issuance of the Floating Rate Notes, and the registration statement become effective within 390 days of issuance. PNA Intermediate filed the initial registration statement with the SEC on Form S-4 on October 19, 2007 and the SEC declared the registration statement effective February 7, 2008.

The combined aggregate maturities of long-term debt for each of the next five years and thereafter are as follows:

PNA entered into an interest rate swap agreement during the year ended December 31, 2003 to reduce the impact of changes in interest rates on its floating rate debt. The interest rate swap agreement with Bank of America, N.A. had a notional amount of $75,000 and expired on September 30, 2006. The agreement effectively changed our interest rate exposure on $75,000 floating interest rate debt through September 30, 2006.

PNA entered into three additional interest rate swap agreements for a total of $50,000 in June 2006 for a 3 year period commencing October 1, 2006 with Bank of America, Wachovia Bank, N.A. and LaSalle Bank, N.A. These agreements also reduce the impact of changes in interest rates on our floating rate debt.

The fair market value of interest rate swaps is the estimated amount the Company would receive or pay to terminate the swap agreement at the reporting date, taking into account current and expected interest rates. The fair values of the outstanding swap agreement were liabilities of approximately $381 and $1,117 at December 31, 2006 and 2007, respectively. Changes in the value of the swap agreements are recorded to selling, general and administrative expenses in the Consolidated Financial Statements and resulted in losses of $381 and $736 for the period May 10, 2006 to December 31, 2006 and for the year ended December 31, 2007, respectively. PNA and its subsidiaries are jointly and severally liable for the performance under the interest rate swap agreements.

The Company has two noncontributory, defined benefit pension plans and a nonqualified, unfunded retirement plan (together, the “Plans”). Of the noncontributory, defined benefit pension plans (the “Pension Plans”), one covers substantially all Feralloy nonunion employees who have attained age 21 and the other covers all union employees at Feralloy’s Midwest, Southern and St. Louis divisions. Feralloy’s nonqualified, unfunded retirement plan (the “Supplemental Executive Retirement Plan”, or “SERP”) provides supplemental benefits to certain of its executive employees. To provide for the SERP, Feralloy purchased Company-owned life insurance contracts on the related employees.

Effective December 31, 2006, the Company adopted a change to freeze the benefits under the Company’s Non-Union Pension Plan, a defined benefit pension plan and instituted a new defined contribution plan effective January 1, 2007. On October 30, 2006, Feralloy’s Board of Directors authorized a change to freeze the benefits under its SERP.

Implementation of the changes to the SERP was effective March 1, 2007 to allow for appropriate notice to affected employees and provide time necessary for essential actuarial studies and analysis with respect to the design change and preparation of operative documents. As a result, in accordance with Statement of Financial Accounting Standard No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, the Company recognized a curtailment gain of $2,210 in the fourth quarter of fiscal year 2006 related to freezing benefits of its Non-Union Pension Plan and $690 for the year ended December 31, 2007 related to freezing benefits of its SERP.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158). The Company adopted the provisions of SFAS 158 as of December 31, 2006 which require the funded status of defined benefit pension and other benefit plans be fully recognized on the balance sheet. The adoption of SFAS 158 had no effect on the recognition of pension related costs in the income statement. Overfunded plans are recognized as an asset and underfunded plans are recognized as a liability. The initial impact of the standard due to unrecognized prior service costs or credits and net actuarial gains or losses as well as subsequent changes in the funded status are recognized as changes to accumulated other comprehensive income (AOCI) in the Statement of Stockholders’ Equity. SFAS 158 also requires additional disclosures about the annual effects on net periodic benefit cost arising from the recognition of the deferred actuarial gains or losses and prior service costs or credits. Additional minimum pension liabilities (AMLs) and the related intangible assets, if any, are no longer recorded. The impact of the adoption of SFAS 158 on the Company’s consolidated financial statements was not material.

The change in the Plans’ benefit obligations, assets and funded status as of and for the year ended December 31, 2005, the periods January 1, 2006 to May 9, 2006 and May 10, 2006 to December 31, 2006 and the year ended December 31, 2007 are as follows:

The components of net periodic pension cost (benefit) and total pension expense as of and for the periods May 10, 2006 to December 31, 2006, January 1, 2006 to May 9, 2006 and the years ended December 31, 2005 and 2007 are as follows:

The amounts recognized in the Consolidated Balance Sheets as of December 31, 2006 and 2007 are as follows:

The Company develops its pension benefit costs and credits from actuarial valuations. Inherent in these valuations are key assumptions, including discount rates and expected return on plan assets. A key assumption used in valuation of the projected benefit obligation is that of the discount rate. In setting this rate, the Company utilized several bond indexes including the annualized Moody’s “Aa rated” bond index, the Citigroup Yield Curve and the Aon Yield Curve as it believes they most closely match the timing of expected future benefit payments. The indexes ranged from 5.80% to 6.20% and the Company elected to use a discount rate of 6.00% as of the December 31, 2007 valuation. Assumptions used to determine the benefit obligation at December 31 and net periodic benefit cost for the years ended December 31 are detailed below:

The asset allocation and significant assumptions regarding the Plans’ assets are set forth below:

Approximate benefit payments expected to be paid in each of the succeeding five years and in the aggregate for the five years thereafter are as follows: 2008 - $878, 2009 - $925, 2010 - $923, 2011 - $1,077, 2012 - $1,079 and 2013 to 2017 - $5,295.

The Company expects to make contributions to the Plans of approximately $115 during 2008.

The long-term rate of return of the Plans’ investment allocation is designed to be commensurate with a conservatively managed balance allocation. The funds’ assets are to be allocated among intermediate term, high-quality corporate and government bonds and large cap domestic based growth stocks.

The returns should benchmark the Lipper Balance Funds index. Should the Plans’ investment committee wish to take a more aggressive approach, the allocation may be adjusted to a higher proportion of equity holdings and a more defensive approach will result in less equity allocation.

As part of investment policies and strategies, Feralloy and the Plans’ investment committee will meet at least once a year to review and formulate the specific investments and allocations. Any adjustments that are deemed necessary will be based on specific criteria, i.e., necessary funding, Plan obligations, expenses and liquidity needed.

Feralloy, Delta, Infra-Metals and MSC make discretionary contributions to various defined contribution employee benefit plans. The Company matches a portion of the participant’s contribution to retirement plans. Total contributions relating to these plans were approximately $1,155, $813, $455 and $2,349 for the year ended

December 31, 2005, the periods January 1, 2006 to May 9, 2006 and May 10, 2006 to December 31, 2006 and the year ended December 31, 2007, respectively. Employee contributions are limited to the Internal Revenue Service established annual dollar limits. Employee eligibility ranges from after 1 month of service to 6 months with enrollment entry dates varying. Employee contributions vest immediately with Company contributions vesting after up to 6 years.

Effective May 17, 2007, PNAG Holding adopted a Participation Plan for the purpose of providing incentive compensation to our key employees. The incentive compensation is awarded in the form of non-equity performance units, the value of which is related to the appreciation in our value. The performance units are payable to participants upon the occurrence of a “qualifying event” defined as (1) a sale of any of PNAG Holding’s common stock by Platinum (other than a sale to our affiliates), (2) the consummation of a public offering of PNAG Holding’s stock owned by Platinum or its affiliates or (3) the payment of cash dividends by PNAG Holding to Platinum (other than dividends arising out of or relating to any real estate owned by us or our subsidiaries as of the effective date of the Participation Plan). The participants initially vested 25% at the inception of the Participation Plan and vest an additional 25% each year over three years. Any vested amounts paid under the Participation Plan will be treated as compensation at the PNA level. The Participation Plan expires on December 31, 2017, and all performance units terminate upon the termination or expiration of the Participation Plan. Subject to certain exceptions, upon a termination of employment, all performance units granted to a participant will be forfeited. Total compensation expense associated with the Participation Plan totaled $7,161 for the year ended December 31, 2007.

Receivables from affiliates represent an amount due from our Mexican joint-venture Acero Prime. Payables to affiliates represent amounts due to two domestic joint ventures who are parties to the group cash management system and who have positive cash balances with the Company.

Dividends paid to minority interest holders of entities accounted for using the equity method of accounting totaled $1,862, $343, $2,058 and $2,438 during the year ended December 31, 2005, the periods from January 1, 2006 to May 9, 2006 and May 10, 2006 to December 31, 2006 and the year ended December 31, 2007, respectively.

During the year ended December 31, 2007, the Company made a regularly scheduled principal payment of $1,000 on the $12,000 seller note to Preussag North America, Inc., or the seller note (see Note 2, Business Combinations and Note 8, Long-Term Debt), which reduced the balance to $11,000 as of December 31, 2007. Interest on the seller note accrues at 8% per annum. Interest costs on the note were $621 and $908 for the period May 10, 2006 to December 31, 2006 and the year ended December 31, 2007, respectively, of which $242 was owed at December 31, 2006 and recorded in other payables in the Consolidated Balance Sheet. No accrued interest was owed on the seller note as of December 31, 2007. In addition, in connection with the Platinum Acquisition there were amounts owed to Preussag as of December 31, 2006 which were paid during the year ended December 31, 2007 related to settlement of certain preacquisition tax liabilities in accordance with the Merger Agreement. The Company recorded $8,050 in connection with this payable to Preussag which was included in other payables in the Consolidated Balance Sheet at December 31, 2006. No such additional payments are owed to Preussag North America, Inc.

During the period May 10, 2006 to December 31, 2006, Platinum and its affiliates extended two loans to the Company, one for $45,000 and the other for $54,200, for the primary purposes of consummating the Platinum Acquisition and the MSC Acquisition. For each of these loans, the principal was repaid, together with accrued

interest, prior to December 31, 2006. Interest on both loans accrued at a rate of 10.0% per annum on outstanding balances. Interest costs incurred and included in the Condensed Consolidated Statement of Income for the period May 10, 2006 to December 31, 2006 totaled approximately $1,074.

PNA paid cash dividends of $2,000 to Preussag North America, Inc. during the period January 1, 2006 to May 9, 2006. PNA Intermediate used the net proceeds from the issuance of its Floating Rate Notes to pay a cash dividend of $162,525 to the Company on February 12, 2007, and on that date the Company, in turn, paid a dividend of $70,000 to Platinum. On May 14, 2007, the Company paid a cash dividend to Platinum of $96,870, of which $92,525 related to the remaining proceeds of the Floating Rate Notes.

PNA paid Platinum $5,000 during the period from May 10, 2006 to December 31, 2006 and $5,000 during the year ended December 31, 2007 as the annual monitoring fee owed pursuant to a corporate advisory services agreement.

On October 19, 2007, Platinum, through certain affiliates, completed the purchase of Ryerson, Inc. (“Ryerson”). Ryerson conducts materials distribution operations through steel service centers located throughout the United States and Canada. Net sales to and purchases from Ryerson totaled $3,064 and $309, respectively, during the year ended December 31, 2007.

During the third quarter of fiscal year 2007, the Company determined that the quality of certain material it received primarily during the second quarter of fiscal year 2007 from steel traders dealing with certain foreign suppliers is inconsistent with the mill’s certification of the steel specifications that accompanied such material. The Company is currently in a dispute with such steel traders regarding the quality of specific orders of steel purchased from these suppliers as well as the corresponding amount owed by the Company to these traders. The Company believes it has adequately provided for all amounts owed related to this material.

The Company has recorded a valuation adjustment of $711 related to the value of such inventory on hand as of December 31, 2007 representing the difference between the carrying value of the inventory and its estimated market value. If market conditions are less favorable than those projected by the Company, additional charges to increase this adjustment may be required.

With regard to potential claims against the Company related to the quality of such steel previously sold, management believes that the Company’s ability to ultimately recover from the foreign suppliers may be limited to the extent that any valid claims are made against the Company for which the Company does not carry, or does not carry sufficient, insurance coverage. As the Company, consistent with industry practice, does not generally perform independent testing of the steel it receives from mills with mill certifications, we also evaluated the extent to which we may have received similarly non-conforming steel from foreign suppliers through various steel traders in prior periods. Management is not able at this time to determine what, if any, effect these events may have on the Company’s consolidated financial position or consolidated results of operations in the future.

The Company is also involved in several legal proceedings, claims and litigation arising in the ordinary course of business. Management presently believes that the outcome of each such pending proceeding or claim will not have a material adverse effect on the consolidated financial position of the Company or on the consolidated results of operations. Should any losses be sustained in connection with any proceeding or claim in excess of provisions, the amount will be charged to income in the future.

The Company had purchase commitments of approximately $253,577 for inventory at December 31, 2007. These commitments were made to assure the Company a normal supply of stock and, in management’s opinion, will be sold to obtain normal profit margins.

The consolidated group leases real estate, office space, data processing equipment automobiles and trucks. Several of the leases require the lessee to pay taxes, maintenance and other operating expenses.

Our minimum lease obligations for continuing operations under certain long-term non-cancellable operating lease agreements for office space, warehouse space, auto and truck leases and office equipment are as follows:

Rent expense under non-capitalized, non-cancellable lease agreements was $6,739, $1,599, $3,049 and $5,804 for the year ended December 31, 2005, the periods January 1, 2006 to May 9, 2006 and May 10, 2006 to December 31, 2006 and the year ended December 31, 2007, respectively.

Income tax expense (benefit) attributable to income differed from the amounts computed by applying the U.S. Federal income tax rate of 35% to pretax income from operations as a result of the following:

As of December 31, 2007, the Company has state net operating loss carryforwards (NOL’s) totaling approximately $29,500 that will begin to expire in 2026. The Company believes it is unlikely these state NOL’s will be utilized prior to their expiration and has recorded a valuation allowance equal to the carrying value of these unrealizable NOL’s. The valuation allowance increased by $1,279 during the year ended December 31, 2007 as a result of these state NOL’s and other state deferred income tax assets for which it is more likely than not that a future benefit will be realized.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

The Company believes that it is reasonably possible that a change to its unrecognized tax benefits could occur within twelve months, potentially decreasing the unrecognized tax benefit by $561. These changes may be the result of the closing of certain statutes as well as the amendment of prior year tax returns.

The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below as of December 31, 2006 and 2007:

The Company has two reportable segments based along product lines—the long products and plate segment and the flat rolled segment. The long products and plate segment distributes numerous products including structural beams, tubing, plates, sheets and pipes and provides some value-added steel processing capabilities that includes saw-cutting and T-splitting. The flat rolled segment offers hot rolled, hot rolled pickled and oiled, cold rolled and galvanized and other coated coil and sheet products. Virtually all of the steel sold by the flat rolled segment receives value-added processing such as temper-passing, leveling or slitting. Through this segment, the Company also performs tolling, in which it processes steel for a fee, but does not take title to the inventory.

As discussed in Note 1, as of December 31, 2007 the Company conducted its steel services business through five operating subsidiaries: Infra-Metals, Delta, Feralloy, MSC and Precision Flamecutting. The operations of Feralloy comprise the flat rolled segment products while Infra-Metals, Delta, MSC and Precision Flamecutting are aggregated to constitute the long products and plate segment based on the entities’ product lines and their exhibiting similar economic characteristics, products, customers and delivery methods. The primary measures of performance used by management in evaluating the segments are net sales and operating income.

The results of Travel Main, which do not constitute a reportable segment, are combined with holding company revenue and expenses, and consolidation eliminations and reclassifications and disclosed as corporate and other for purposes of reconciling segment reporting disclosures to the Consolidated Financial Statements.

The Company uses the same accounting policies to generate segment results as it does for its consolidated results. None of the operating business segments relies on any one major customer. All of the Company’s goodwill is included as part of the long products and plate segment total assets.

Intersegment net sales were not significant. Travel Main charges rent to the operating subsidiaries of PNA. Rent charged by Travel Main to the long products and plate segment and the flat rolled segment were $1,833 and $613, respectively, for the period from May 10, 2006 to December 31, 2006. Rent charged by Travel Main to the long products and plate segment and the flat rolled segment were $4,734 and $1,581, respectively, for the year ended December 31, 2007.

On May 9, 2006, PNAG Holding (formerly known as Travel Holding Corporation) was capitalized with 8,750,000 shares of common stock by Platinum. Also on May 9, 2006, Platinum closed on the purchase of PNA whereby Travel Merger, then a wholly owned subsidiary of PNAG Holding, merged with and into PNA with PNA being the surviving corporation. For periods prior to May 10, 2006, PNA had 1,000 shares outstanding with no dilution. For periods subsequent to May 9, 2006, PNAG Holding had 8,750,000 shares outstanding with no dilution. All shares outstanding are common shares and have equal voting, liquidation and preference rights.

On April 30, 2007, the Company filed a registration statement with the SEC relating to a proposed initial public offering of its common stock and subsequently filed amendments nos. 1, 2, 3 and 4 to the initial registration statement on June 13, 2007, July 6, 2007, August 24, 2007 and December 14, 2007, respectively.

Simultaneous with the consummation of PNAG Holding’s planned initial public offering, the Company will transfer the stock of Travel Main by way of dividend to a newly created parent limited liability corporation (“LLC”) of PNAG Holding, which will be wholly owned by Platinum. The transfer will occur because ownership of real estate assets is not a core business of PNA and our stockholder, therefore, desires to keep the real estate assets separate from the operations of PNA. While the transaction is not expected to result in pre-tax book gain or loss, the Company expects the transfer will result in a gain for tax return purposes resulting in a tax liability payable in cash by PNA of approximately $7,900. Travel Main’s subsidiaries will also record a deferred tax asset of approximately $7,900 as they will receive the future benefit of the increase in the tax basis of the assets transferred. In accordance with FIN 46(R) and based on the present assumptions regarding the Company’s future capital structure, PNA will likely hold an implicit variable interest in Travel Main’s subsidiaries and will be the primary beneficiary of these variable interest entities. Accordingly, the combined financial statements of Travel Main’s subsidiaries will be consolidated into the Company’s consolidated financial statements. Thus, while the Company will not receive any future benefit of the deferred tax asset of approximately $7,900, it will present the deferred tax asset on its Consolidated Balance Sheet as a result of consolidating Travel Main’s subsidiaries.

As of December 31, 2007, the Company had incurred approximately $2,231 of costs in fiscal year 2007 directly attributable to its planned initial public offering of common stock. Such costs were being deferred throughout the current period since the registration process was expected to be completed later in fiscal year 2007 or in early fiscal year 2008. While the Company maintains its readiness to complete an initial public offering, we recognize there is what we believe to be a temporary postponement in the timing of the offering, and thus, we have elected to expense these deferred costs in the current year.

Effective March 14, 2008, PNA completed the acquisition of all the outstanding ownership interests of S & S Steel Warehouse, Inc. and an affiliated operating company (together referred to as “S&S”) for an aggregate purchase price of approximately $44,500 subject to usual post-closing working capital and other settlement

adjustments. The purchase price included cash consideration paid at closing to the former owners of approximately $24,900 and refinancing of approximately $16,100 of S&S’s then existing indebtedness. The purchase agreement provided for a holdback of $3,500 of the purchase price to fund any indemnity claim by PNA and which will be paid over two years following closing. The acquisition was financed through additional borrowings under PNA’s revolving credit facility. S&S was founded in 1966 and is a general line, metals service center company serving the greater Chicago, Illinois area and adjacent states. S&S specializes in carbon structural products and provides the Company the ability to expand its long products and plate segment in this market.

The accompanying notes are an integral part of these condensed consolidated financial statements.

PNA Group Holding Corporation (“PNAG Holding”), formerly known as Travel Holding Corporation, is owned by Platinum Equity Capital Partners and its affiliates (together referred to as “Platinum”) and is a holding company which owns all the outstanding stock of its two subsidiaries, PNA Intermediate Holding Corporation (“PNA Intermediate”) and Travel Main Corporation (“Travel Main”). PNA Intermediate is a holding company which owns all the outstanding stock of its subsidiary, PNA Group, Inc. (“PNA”). PNA is a holding company which provides management services to and conducts business through six operating subsidiaries. PNAG Holding and its subsidiaries are referred to collectively herein as the “Company” or “Successor Company”, “we”, “us” or “our”.

PNAG Holding was incorporated in February 2006 in the state of Delaware for the purpose of acquiring PNA. Prior to 2006, PNA was owned by Preussag North America, Inc., a holding company which was the U.S. subsidiary of a German corporation. PNAG Holding completed the acquisition of PNA on May 9, 2006. PNA Intermediate was incorporated in Delaware on January 25, 2007 as a wholly owned subsidiary of PNAG Holding for the purposes of issuing the Floating Rate Notes (see Note 8, Long-term Debt). The capital stock of PNA was contributed by PNAG Holding to PNA Intermediate on January 29, 2007. As a result, PNA became a wholly-owned subsidiary of PNA Intermediate.

The Company, through its indirect wholly owned subsidiary, PNA, is a leading national steel service center group that distributes steel products and provides value-added steel processing services to our customers, which are largely comprised of fabricators and original equipment manufacturers, across a diversified group of industries, including the (i) infrastructure, institutional, industrial and commercial construction, (ii) machinery and equipment, (iii) oil and gas, (iv) telecommunications and (v) utilities markets. The Company distributes a variety of steel products, including a full line of structural and long products, plate, flat rolled coil, tubulars and sheet, as well as performs a variety of value-added processing services for our customers.

During 2007, PNA operated its business through four operating subsidiaries: Infra-Metals Co. (“Infra-Metals”), Delta Steel, LP (“Delta”), Feralloy Corporation (“Feralloy”) and Metals Supply Company, Ltd. (“Metals Supply” or “MSC”). PNA completed the acquisition of Precision Flamecutting & Steel, L.P. (“Precision Flamecutting”) on December 24, 2007, and on March 14, 2008, PNA acquired all the capital interests of Sugar Steel Corporation and its affiliate, S&S Steel Warehouse, Inc. (together referred to as “Sugar Steel”). See Note 2, Business Combinations for further discussion of PNA’s 2007 and 2008 acquisitions.

In the opinion of management, the interim condensed consolidated financial statements include all adjustments (consisting of only normally recurring accruals) and disclosures considered necessary for a fair presentation of the consolidated financial position and results of operations of the Company and its subsidiaries as of and for the interim periods presented herein. The condensed Consolidated Balance Sheet as of December 31, 2007 has been derived from the Company’s audited consolidated financial statements as of that date. The accompanying unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The consolidated results of operations and of cash flows for the three months

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ended March 31, 2008 are not necessarily indicative of the results to be expected for the full year. These interim statements should be read in conjunction with the December 31, 2007 audited consolidated financial statements and notes thereto included herein in this prospectus filed on Form S-1.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Significant intercompany balances and transactions within the consolidated group have been eliminated in consolidation.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 establishes a framework for measuring the fair value of assets and liabilities. This framework is intended to provide increased consistency in how fair value determinations are made under various existing accounting standards which permit, or in some cases require, estimates of fair market value. SFAS 157 also expands financial statement disclosure requirements about a company’s use of fair value measurements, including the effect of such measures on earnings. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company adopted the provisions of SFAS 157 related to its financial assets and liabilities effective January 1, 2008, which did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

The fair value hierarchy for disclosure of fair value measurements under SFAS 157 is as follows:

The following table summarizes assets and liabilities measured at fair value on a recurring basis at March 31, 2008, as required by SFAS 157:

See Note 15, Derivative Financial Instruments for further discussion of the interest rate swaps and determination of their fair value.

In February 2008, the FASB issued FSP 157-1 and 157-2. FSP 157-1 amends SFAS 157 to exclude SFAS No. 13, “Accounting for Leases,” (“SFAS 13”) and its related interpretive accounting pronouncements that

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment to FASB Statement No. 115, (“SFAS 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. We adopted SFAS 159 as of January 1, 2008. The adoption of SFAS 159 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued Statement of Financial Accounting Standards (“FAS”) No. 141 (revised 2007), Business Combinations (“FAS 141(R)”) which replaces FAS No. 141, Business Combination. FAS 141(R) retains the underlying concepts of FAS 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but FAS 141(R) changed the method of applying the acquisition method in a number of significant aspects. FAS 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. FAS 141(R) amends FAS 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of FAS 141(R) would also apply the provisions of FAS 141(R). Early adoption is not allowed. The provisions of FAS 141R will only impact the Company if it is a party to a business combination after the pronouncement has been adopted.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (“FAS 160)”). FAS 160 amends ARB 51 to establish new standards that will govern the accounting for and reporting of (1) noncontrolling interest in partially owned consolidated subsidiaries and (2) the loss of control of subsidiaries. FAS 160 is effective on a prospective basis for all fiscal years, and interim periods within those fiscal years beginning, on or after December 15, 2008, except for the presentation and disclosure requirements, which will be applied retrospectively. Early adoption is not allowed. The Company is currently in the process of evaluating what, if any, impact FAS 160 will have on its financial condition, results of operation and cash flows.

In February 2008, the FASB issued SFAS No. 161 Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 (“SFAS 161”), which requires enhanced disclosures about derivative and hedging activities. Companies will be required to provide enhanced disclosures about (a) how and why a company uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and related interpretations, and (c) how derivative instruments and related hedged items affect the company’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal and interim periods beginning after November 15, 2008. Accordingly, the Company will ensure that it meets the enhanced disclosure provisions of SFAS 161 upon the effective date thereof.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Effective December 24, 2007, PNA completed the acquisition of Precision Flamecutting pursuant to which PNA acquired all outstanding interests in the partnership for cash consideration of $47,063 paid at closing to the former owners, costs associated with the transaction of $200 and refinancing of $7,325 of Precision Flamecutting’s then existing indebtedness. The acquisition was financed through additional borrowings under PNA’s revolving credit facility of $54,388. The purchase agreement provided for a holdback of $4,706 of the purchase price which is currently held in escrow to fund any indemnity claim by PNA as well as a working capital adjustment that will be settled in 2008 which the Company anticipates will result in a receivable.

Precision Flamecutting, a Texas limited partnership operating one facility in Houston, is in the business of processing and distributing carbon, alloy, and high strength, low alloy steel plate, including plasma-cutting, flamecutting, and beveling services, as well as machining, rolling, forming, heat-treating, coating, and general machining and fabrication services. The acquisition provides the Company the opportunity to broaden its value-added processing capabilities and product offerings and expand and diversify its customer base as well as increase its market share in one of the Company’s strategic locations. The acquisition of Precision Flamecutting represents an addition to the Company’s long products and plate business segment (see Note 13, Business Segment Information).

The Company performed an initial allocation of the purchase price based on valuations and estimates of the fair value of the assets acquired, including identifiable intangible assets, and liabilities assumed. The purchase price allocation will be refined upon the settlement of the working capital adjustment. We do not expect significant differences between the initial purchase price allocation entry and amounts to be recorded upon the final working capital adjustment settlement. The initial purchase price allocation resulted in goodwill being recorded at the acquisition date of $22,781, all of which is expected to be deductible for tax purposes. Other intangible assets acquired and their respective recorded amounts were as follows: customer relationships—$13,780, non-compete agreement—$6,564 and backlog—$63. The useful lives of the acquired intangible assets are 15 years, 2 years, and 1 month for customer relationships, non-compete agreement and backlog, respectively.

Effective March 14, 2008, PNA completed the acquisition of all the outstanding capital stock and ownership interests of Sugar Steel for an aggregate purchase price of approximately $44,676 subject to usual post-closing working capital and other settlement adjustments. The purchase price included cash consideration paid at closing to the former owners of $24,926, refinancing of $16,100 of Sugar Steel’s then existing indebtedness and approximately $150 in transaction costs. The purchase agreement provided for a holdback of $3,500 of the purchase price to fund any indemnity claim by PNA and which will be paid over the two years following closing. The acquisition was financed through additional borrowings under PNA’s revolving credit facility.

Sugar Steel was founded in 1966 and is a general line metals service center company serving the greater Chicago area and adjacent states. Sugar Steel specializes primarily in carbon structural products such as beams, angles, tubes, squares, channels, pipes, bars, and basement columns, and provides value-added processing

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

services such as sawing, shearing, flame cutting, plasma cutting, angle cutting, cambering, splitting and shot blasting. The acquisition provides PNA the ability to expand its long products and plate segment in this strategic market. The acquisition of Sugar Steel represents an addition to the Company’s long products and plate business segment (see Note 13, Business Segment Information).

The Company has performed a preliminary allocation of the purchase price based on initial valuations and estimates of the fair value of the assets acquired, including identifiable intangible assets, and liabilities assumed. The purchase price allocation will be refined upon completion of the final valuation and upon finalizing the working capital and other settlement adjustments. The initial allocation resulted in an estimated fair value of net assets acquired of $48,290, which exceeded the purchase price by $3,614. This estimated fair value of net assets acquired in excess of the purchase price was allocated as a pro rata reduction of long-lived assets in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations.

The operating results of Precision Flamecutting and Sugar Steel are included in the Company’s Consolidated Statements of Income from their respective dates of acquisition.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Depreciation expense was $1,580 and $1,813 for the three months ended March 31, 2007 and 2008, respectively.

Amortization expense was $1,391 and $2,388 for the three months ended March 31, 2007 and 2008, respectively.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Outstanding borrowings under PNA’s revolving credit facility totaled $213,374 and $301,276 as of December 31, 2007 and March 31, 2008, respectively. Interest rates on these lines of credit ranged from 6.375% to 6.75% at December 31, 2007 and 4.813% to 5.375% at March 31, 2008. Cash interest accrues on the Floating Rate Notes at a rate per annum, reset quarterly, equal to the three-month LIBOR plus 7.0% (the “Spread”). The interest rate was 11.87% as of December 31, 2007 and 10.065% as of March 31, 2008.

Under the terms of PNA’s revolving credit facility in place as of December 31, 2007, PNA was permitted to borrow up to $375 million based on a borrowing capacity calculation equal to 65% of eligible inventory plus 85% of eligible accounts receivable, whereas the inventory portion of our capacity calculation was limited to $230 million. On March 11, 2008, PNA entered into an amendment with its senior secured lenders to increase the revolving credit facility from $375 million to $425 million and to increase the borrowing limit on inventory from $230 million to $260 million. Other terms of the amendment provide PNA with increased flexibility with regard to certain restrictive operating covenants including an increase in annual capital expenditure limits, the ability to make certain acquisitions without prior consent and approval to incur other indebtedness in specific circumstances.

The Senior Notes contain restrictions on payment of dividends or other payments by PNA to PNA Intermediate. In general, dividends and other restricted payments of up to 50% of Consolidated Net Income plus

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

amounts received from equity contributions received (the “Restricted Payment Calculation”) may be made so long as PNA maintains a Consolidated Total Debt Ratio, as defined in the indenture governing the Senior Notes, of 3.5 or less. Certain payments are exempt from these restrictions, and PNA can pay dividends of up to $15,000 in the aggregate (the “Unrestricted Payments”) over the term of the Senior Notes that are not subject to these restrictions. Under the Restricted Payment Calculation performed as of March 31, 2008, $11,508 as well as the amount of the Unrestricted Payments would have been available for payment of distributions had the Company met the Consolidated Total Debt Ratio as of such date. Because the Company did not maintain a Consolidated Total Debt Ratio of 3.5 or less as of March 31, 2008, $15,000 of PNA’s stockholder’s equity was, therefore ,available for distribution as of such date.

The Floating Rate Notes contain similar restrictions on dividends payable by PNA Intermediate to PNAG Holding to those contained in the indenture governing the Senior Notes. However, Unrestricted Payments under the Floating Rate Note indenture are limited to $7,500 in the aggregate over the term of the Floating Rate Notes.

The Company has two noncontributory, defined benefit pension plans and a nonqualified, unfunded retirement plan (together, the “Plans”). Of the noncontributory, defined benefit pension plans, one covers substantially all Feralloy nonunion employees who have attained age 21 (the “Non-Union Pension Plan”) and the other covers all union employees at Feralloy’s Midwest, Southern and St. Louis divisions. Feralloy also has a nonqualified, unfunded retirement plan (the “Supplemental Executive Retirement Plan”, or “SERP”) to provide supplemental benefits to certain of its executive employees. To provide for the SERP, Feralloy purchased Company-owned life insurance contracts on the related employees.

Implementation of the changes to the SERP was effective March 1, 2007 to allow for appropriate notice to affected employees and provide time necessary for essential actuarial studies and analysis with respect to the design change and preparation of operative documents. As a result, in accordance with Statement of Financial Accounting Standard No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, the Company recognized a curtailment gain of $2,210 in the fourth quarter of fiscal year 2006 related to freezing benefits of its Non-Union Pension Plan and $700 for the three months ended March 31, 2007 related to freezing benefits of its SERP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The components of the Plans’ net periodic pension cost (benefit) consist of the following:

Receivables from affiliates represent an amount due from our Mexican joint-venture, Acero Prime S. de R.L. de C.V. Payables to affiliates represent amounts due to two domestic joint ventures who are parties to the group cash management system and who have positive cash balances with the Company. Dividends paid to minority interest holders totaled $343 and $343 for the three months ended March 31, 2007 and 2008, respectively.

During the three months ended March 31, 2008, the Company recorded interest on the seller note due to Preussag North America, Inc., (see Note 1, Description of Business and Note 8, Long-Term Debt), of $219. Interest on the seller note accrues at a rate of 8.0% per annum and is payable at the end of each fiscal quarter. Therefore, there is no accrued interest owed at December 31, 2007 or March 31, 2008.

PNA paid Platinum $1,250 and $1,250 during the three months ended March 31, 2007 and 2008, respectively, related to its annual monitoring fee pursuant to a corporate advisory services agreement with Platinum (the “Corporate Advisory Services Agreement”).

On October 19, 2007, Platinum, through certain affiliates, completed the purchase of Ryerson, Inc., one of the largest metals service center companies operating in the United States and Canada. Net sales to and purchases from Ryerson, Inc. totaled $1,026 and $33, respectively, during the three months ended March 31, 2008. Trade receivables due from Ryerson, Inc. totaled $722 as of March 31, 2008.

During the third quarter of fiscal year 2007, the Company determined that the quality of certain material it received primarily during the second quarter of fiscal year 2007 from steel traders dealing with certain foreign suppliers is inconsistent with the mill’s certification of the steel specifications that accompanied such material. The Company is currently in a dispute with such steel traders regarding the quality of specific orders of steel purchased from these suppliers. The Company established an allowance of $711 and $705 related to the value of such inventory on hand as of December 31, 2007 and March 31, 2008, respectively, representing the difference between the carrying value of the inventory and its estimated market value. If market conditions are less favorable than those projected by the Company, additional charges to increase this reserve may be required.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

With regard to potential claims against the Company related to the quality of such steel previously sold, management believes there may be limited ability of the Company to ultimately recover from the steel traders and foreign suppliers to the extent that any valid claims are made against the Company for which the Company does not carry, or does not carry sufficient, insurance coverage. Consistent with industry practice, the Company does not generally perform independent testing of the steel it receives from mills with mill certifications. Following these recent events, the Company did, however, evaluate the extent to which it may have received similarly nonconforming steel from certain foreign suppliers through steel traders in prior periods. In cases where it was determined that the Company did receive non-conforming steel, notices to this effect were sent to our customers. To date, the Company has not received any material customer claims in response to such notices.

The Company is also involved in several other legal proceedings, claims and litigation arising in the ordinary course of business. Management presently believes that the outcome of each such pending proceeding, claim or litigation will not have a material adverse effect on the consolidated financial position of the Company or on the consolidated results of operations. Should any losses be sustained in connection with any proceeding or claim in excess of provisions, the amount will be charged to income in the future.

The Company had purchase commitments of approximately $332,811 for inventory at March 31, 2008. These commitments were made to assure the Company a normal supply of stock and, in management’s opinion, will be sold to obtain normal profit margins.

PNAG Holding files a consolidated federal income tax return that includes PNA Intermediate, PNA, its wholly owned subsidiaries and their respective subsidiaries.

Income tax expense was $5,066 and $7,550 for the three months ended March 31, 2007 and 2008, respectively, resulting in effective tax rates of 38.2% and 40.6% for the respective periods. The effective tax rate differs from that computed at the federal statutory rate of 35% principally because of the effect of state income taxes, as well as other permanent differences between taxable income and book income. The increase in the effective tax rate for the three months ended March 31, 2008 is primarily attributable to higher anticipated state income tax rates applicable to 2008 projected taxable income.

The Company has two reportable segments based along product lines – the long products and plate segment and the flat rolled segment. The long products and plate segment distributes numerous products including structural beams, tubing, plates and pipes and provides some value-added steel processing capabilities that includes saw-cutting and T-splitting. The flat rolled segment offers hot rolled, hot rolled pickled and oiled, cold rolled and galvanized and other coated coil and sheet products. Virtually all of the steel sold by the flat rolled segment receives value-added processing such as temper-passing, leveling or slitting. Through this segment, the Company also performs tolling, in which it processes customer owned steel for a fee but does not take title to the inventory.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As discussed in Note 1, the Company conducts its steel services business through six operating subsidiaries: Infra-Metals, Delta, Feralloy, MSC, Precision Flamecutting and Sugar Steel. The operations of Feralloy comprise the flat rolled segment products while Infra-Metals, Delta MSC, Precision Flamecutting and Sugar Steel are aggregated to constitute the long products and plate segment based on the entities’ product lines and their exhibiting similar economic characteristics, products, customers and delivery methods. The primary measures used by management in evaluating the segments’ performance are net sales and operating income.

The results of Travel Main’s subsidiaries, which do not constitute a reportable segment, are combined with holding company revenue and expenses and consolidation eliminations and reclassifications and are disclosed as corporate and other for purposes of reconciling segment reporting disclosures to the condensed consolidated financial statements.

Intersegment net sales were not significant. Travel Main charges rent to the operating subsidiaries of PNA. Rent charged by Travel Main to the long products and plate segment and the flat rolled segment totaled $1,176 and $393, respectively, for the three months ended March 31, 2007. Rent charged by Travel Main to the long products and plate segment and the flat rolled segment totaled $1,205 and $403, respectively, for the three months ended March 31, 2008.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In February 2006, PNAG Holding (formerly known as Travel Holding Corporation) was capitalized with 8,750,000 shares of $.01 par value common stock by Platinum Equity, LLC. On May 9, 2006, Platinum closed on the purchase of PNA whereby Travel Merger, then a wholly owned subsidiary of PNAG Holding, merged with and into PNA with PNA being the surviving corporation. For periods prior to May 10, 2006, PNAG had 1,000 shares of no par value common stock outstanding with no dilution. Thus, for periods subsequent to May 9, 2006, PNAG Holding had 8,750,000 shares outstanding with no dilution. All shares outstanding are common shares and have equal voting, liquidation and preference rights.

Basic earnings per share (“EPS”) attributable to PNAG Holding’s common stock is determined based on earnings for the period divided by the weighted average number of common shares outstanding during the period. Diluted EPS attributable to PNAG Holding’s common stock considers the effect of potential common shares, unless inclusion of the potential common shares would have an antidilutive effect. PNAG Holding does not have any securities or other items that are convertible into common shares, therefore basic and fully diluted EPS are the same.

As required by its senior secured credit facility, PNA entered into three interest rate swap agreements for a total of $50,000 in June 2006 for a three year period commencing October 1, 2006 with each of Bank of America, N.A., Wachovia Bank, N.A. and LaSalle Bank, N.A. These agreements were entered into to reduce the impact of changes in interest rates on PNA’s floating rate revolving credit facility.

The fair market value of interest rate swaps is determined in accordance with SFAS 157 using Level 2 inputs, which are defined as “significant other observable” inputs including quotes from counterparties that are corroborated with market sources. Our interest rate swap agreements are traded in the over the counter market. Fair values are based on quoted market prices for similar liabilities or determined using inputs that use as their basis readily observable market data that are actively quoted and can be validated through external sources, including third-party pricing services, brokers, and market transactions and represent the estimated amount the Company would receive or pay to terminate the swap agreement at the reporting date, taking into account current and expected interest rates.

The fair values of the outstanding swap agreements were determined to be liabilities of approximately $1,117 at December 31, 2007 and $1,978 at March 31, 2008. These liabilities are recorded in other current payables in the accompanying unaudited condensed Consolidated Balance Sheets. Changes in the value of the swap agreements are recorded to interest expense in the unaudited condensed consolidated Statements of Income and resulted in losses of $122 and $861 for the three months ended March 31, 2007 and 2008, respectively. PNA and its subsidiaries are jointly and severally liable for the performance under the interest rate swap agreements.

On April 30, 2007, PNAG Holding filed a registration statement with the Securities and Exchange Commission (the “SEC”) relating to a proposed initial public offering of its common stock and subsequently filed amendments nos. 1, 2, 3 and 4 to the initial registration statement on June 13, 2007, July 6, 2007, August 24, 2007, and December 14, 2007, respectively.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Simultaneous with the consummation of the planned initial public offering, PNAG Holding intends to transfer the stock of Travel Main by way of dividend to a newly created parent LLC of PNAG Holding, which will be wholly owned by Platinum. The transfer will occur because ownership of real estate assets is not a core business of PNA and our stockholder, therefore, desires to keep the real estate assets separate from the operations of PNA. While the transaction is not expected to result in pre-tax book gain or loss, the Company expects the transfer will result in a gain for tax return purposes resulting in a tax liability payable in cash by PNA of approximately $7,900. Travel Main’s subsidiaries will also record a deferred tax asset of approximately $7,900 as they will receive the future benefit of the increase in the tax basis of the assets transferred. In accordance with FIN 46(R) and based on the present assumptions regarding the Company’s future capital structure, PNA will likely hold an implicit variable interest in Travel Main’s subsidiaries and will be the primary beneficiary of these variable interest entities. Accordingly, the combined financial statements of Travel Main’s subsidiaries will be consolidated into the Company’s consolidated financial statements. Thus, while the Company will not receive any future benefit of the deferred tax asset of approximately $7,900, it will present the deferred tax asset on its Consolidated Balance Sheet as a result of consolidating Travel Main’s subsidiaries

Also in connection with the initial public offering, Platinum intends to amend the Corporate Advisory Services Agreement (see Note 10, Related Parties) pursuant to which PNA will pay Platinum Advisors an agreed-upon amount as consideration for terminating the monitoring fee payable thereunder.

The accompanying notes are an integral part of these condensed financial statements.

The condensed financial statements represent the financial information required by Securities and Exchange Commission (“SEC”) Regulation S-X 5-04 for PNA Group Holding Corporation (“PNAG Holding”), which requires the inclusion of parent company only financial statements if the restricted net assets of consolidated subsidiaries exceed 25% of total consolidated net assets as of the last day of its most recent fiscal year.

PNAG Holding, formerly known as Travel Holding Corporation, is owned by Platinum Equity Capital Partners and its affiliates (together referred to as “Platinum”), and is a holding company which owns all the outstanding stock of its two subsidiaries, PNA Intermediate Holding Corporation (“PNA Intermediate”) and Travel Main Corporation (“Travel Main”). PNA Intermediate is a holding company which owns all the outstanding stock of its subsidiary, PNA Group, Inc. (“PNA”). PNA is a holding company which provides management services to and conducts business through six operating subsidiaries. PNAG Holding and its subsidiaries are referred to collectively herein as the “Company” or “Successor Company”, “we”, “us” or “our”.

PNAG Holding was incorporated in February 2006 in the state of Delaware for the purpose acquiring PNA. Prior to 2006, PNA was owned by Preussag North America, Inc., a holding company which was the U.S. subsidiary of a German corporation. PNAG Holding completed the acquisition of PNA on May 9, 2006 (the “Platinum Acqusition”). PNA Intermediate was incorporated in Delaware in January 2007 as a wholly owned subsidiary of PNAG Holding for the purpose of issuing the Floating Rate Notes (see Note 8, Long-term Debt, of PNAG Holding’s consolidated financial statements). The capital stock of PNA was contributed by PNAG Holding to PNA Intermediate on January 29, 2007. As a result, PNA became a wholly owned subsidiary of PNA Intermediate.

The accompanying condensed financial statements have been prepared to present the financial position, results of operations, and cash flows of PNAG Holding on a stand-alone basis as a holding company. Investments in subsidiaries and other investees are stated at cost plus equity in undistributed earnings from the date of acquisition. These financial statements should be read in conjunction with PNAG Holding’s consolidated financial statements.

In connection with the purchase of PNA, PNAG Holding entered into a $12,000 note with the seller, Preussag North America, Inc., (the “Preussag Seller Note”). The Preussag Seller Note accrues interest at a rate of 8.0% per annum, payable in arrears at the end of each calendar quarter. Interest costs on the Preussag Seller Note were $908 for the year ended December 31, 2007. There was no accrued interest owed as of December 31, 2007. Principal payments of $1,000 are due on each anniversary of the Preussag Seller Note, and the Preussag Seller Note matures on November 9, 2011 with all unpaid principal and interest due at that time. The Company made a regularly scheduled principal payment of $1,000 on the Preussag Seller Note during the year ended December 31, 2007. The Preussag Seller Note may be prepaid at any time without penalty and is secured by a second priority interest in the capital stock of PNA. In the event of default, the Preussag Seller Note contains certain restrictions on the payment of dividends or loans to affiliates.

The combined aggregate maturities of long-term debt for each of the next five years are as follows:

In connection with the Platinum Acquisition there were amounts owed to Preussag North America, Inc. as of December 31, 2006 which were recorded as an accrued liability in the PNAG Holding parent only financial statements as of December 31, 2006 and were paid during the year ended December 31, 2007 related to settlement of certain preacquisition tax liabilities. The Company paid $8,050 to Preussag North America, Inc. during the year ended December 31, 2007 in connection with this settlement. No such additional payments are owed to Preussag North America, Inc.

PNA Intermediate used the net proceeds from the issuance of its Floating Rate Notes (see Note 8, Long-term Debt, of PNAG Holding’s consolidated financial statements) to pay a cash dividend of $162,525 to its parent, PNAG Holding, on February 12, 2007. Additional dividends paid by PNA Intermediate to PNAG Holding totaled $4,637 for the year ended December 31, 2007.

PNAG Holding paid cash dividends to Platinum of $70,000 on February 12, 2007, and $96,870 on May 14, 2007.

PNAG Holding files a consolidated federal income tax return that includes all its wholly owned subsidiaries and their respective subsidiaries. The tax provision in the accompanying PNAG Holding Condensed Financial Statements is calculated as if PNAG Holding filed a separate federal income tax return; therefore, the income tax provision for earnings that constitute the dividend income of PNAG Holding are reflected on the subsidiary entities’ respective provisions. As a result, there is income tax expense recorded of $507 reflected in the PNAG Holding (Parent Company Only) Condensed Statement of Income. The effective tax rate differs from that computed at the federal statutory rate of 35% principally because of the effect of permanent differences between taxable income and book income principally related to the non-deductibility for tax reporting purposes of initial public offering costs incurred and written off in 2007 for book purposes (see Note 6, Planned Initial Public Offering, below).

For information regarding commitments and contingencies related to PNAG Holding, see Note 12, Commitments and Contingencies, to PNAG Holding’s consolidated financial statements.

On April 30, 2007, PNAG Holding filed a registration statement with the SEC relating to a proposed initial public offering of its common stock and subsequently filed amendments nos. 1, 2, 3 and 4 to the initial registration statement on June 13, 2007, July 6, 2007, August 24, 2007 and December 14, 2007, respectively.

As of December 31, 2007, PNAG Holding had incurred approximately $2,231 of costs in fiscal year 2007 directly attributable to its planned initial public offering of common stock. Such costs were being deferred throughout the current period since the registration process was expected to be completed later in fiscal year 2007 or in early fiscal year 2008. While PNAG Holding maintains its readiness to complete an initial public offering, we recognize there is what we believe to be a temporary postponement in the timing of the offering, and thus, we elected to expense these deferred costs in fiscal year 2007.

Until , 2008 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by PNA Group Holding Corporation in connection with the sale of common stock being registered. All amounts shown are estimates, except the SEC registration fee, the FINRA filing fee and the NYSE application fee.

If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of our directors and officers shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Delaware law and our amended and restated certificate of incorporation, provide that we will, in certain situations, indemnify any person made or threatened to be made a party to a proceeding by reason of that person’s former or present official capacity with our company against judgments, penalties, fines, settlements and reasonable expenses including reasonable attorney’s fees. Any person is also entitled, subject to certain limitations, to payment or reimbursement of reasonable expenses in advance of the final disposition of the proceeding. In addition, certain employment agreements to which we are a party provide for the indemnification of our employees who are party thereto.

We also maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.

On August 15, 2006, PNA completed an offering of $250 million principal amount of 10³/4% Senior Notes due 2016 to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. Banc of America Securities LLC and Citigroup were the Joint Book-Running Managers in connection with the sale of the notes. PNA received net proceeds from the offering in the amount of approximately $243.75 million, and the initial purchasers’ discount was 2.5% of the principal amount of the notes sold.

On February 12, 2007, PNA Intermediate completed an offering of $170 million principal amount of Senior Floating Rate Toggle Notes due 2013 to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Banc of America Securities LLC was the Sole Book-Running Manager in connection with the sale of the notes. PNA Intermediate received net proceeds from the offering in the amount of approximately $163 million, and the initial purchasers’ discount was 2.0% of the aggregate gross proceeds received by PNA Intermediate from the sale of the notes.

See Exhibit Index attached to this registration statement, which is incorporated by reference herein.

(1) Schedule I—Condensed financial information of PNA Group Holding Corporation (page S-I-1); and

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to our amended and restated certificate of incorporation or bylaws, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and

contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on this 28^th day of May, 2008.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Maurice S. Nelson, Jr., by signing his name below, signs this document on behalf of each of the above named persons specified by an asterisk (*), pursuant to a power of attorney duly executed by such persons and filed with the Securities and Exchange Commission in the Registrant’s Registration Statement on April 30, 2007.


	Per Share	Total

Public Offering Price	$	$
Underwriting Discount	$	$
Proceeds to PNA Group Holding Corporation (before expenses)	$	$


	As of March 31, 2008
	Historical			Pro Forma as Adjusted
	(dollars in thousands)
Cash and cash equivalents	$	11,564		$

Debt:
Amended and restated senior credit facility(1)		301,276
Floating Rate Notes(2)		167,433			—
PNA Notes		250,000
Other debt		11,000
Non-recourse real estate mortgage debt		48,864

Total debt		778,573

Stockholders’ equity (deficit):
Common Stock, par value $0.01 per share, 10,000,000 shares authorized, historical, and shares authorized, as adjusted; 8,750,000 shares issued and outstanding, historical, and shares issued and outstanding, as adjusted		88
Paid-in-capital		—
Accumulated deficit		(86,914	)
Accumulated other comprehensive loss		208

Total stockholders’ deficit		(86,618	)

Total capitalization	$	691,955		$


Initial public offering price per share		$

Net tangible book value (deficit) per share at March 31, 2008	$

Increase (decrease) in net tangible book value (deficit) per share attributable to cash payments made by new investors	$

Net tangible book value (deficit) per share after this offering		$

Dilution of net tangible book value (deficit) per share to new investors		$


	Shares Purchased		Total Consideration		Average Price Per Share
	Number	Percent	Amount	Percent	Average Price Per Share
	(dollars in thousands, except per share amounts)
Existing holders of common stock		%	$	%	$
Investors purchasing common stock in this offering
Total


		Page

Summary		1

Risk Factors		14

Forward-Looking Statements		22

Use of Proceeds		23

Capitalization		24

Dilution		25

Dividend Policy		27

Unaudited Pro Forma Financial Data		28

Selected Consolidated Financial Data		36

Management’s Discussion and Analysis of Financial Condition and Results of Operations		38

Business		69

Management		80

Certain Relationships and Related Party Transactions		95

Principal Stockholder		97

Description of Capital Stock		98

Description of Certain Indebtedness		101

Shares Eligible for Future Sale		107

Material U.S. Federal Income Tax Considerations		109

Underwriting		112

Legal Matters		116

Experts		116

Where You Can Find More Information		116

Index to Consolidated Financial Statements		F-1


	Historical			Adjustments for Real Estate Transfer			Pro Forma			Adjustments for this Offering		Pro Forma as Adjusted
Assets
Current assets
Cash and cash equivalents	$	11,564		$	—		$	11,564		$	(b)(c)	$
Restricted cash		1,660			—			1,660
Accounts receivable		236,593			—			236,593
Inventories, net		452,102			—			452,102
Receivables from affiliates		537			—			537
Other current assets		18,573			—			18,573

Total current assets		721,029			—			721,029
Property, plant and equipment		88,796			—			88,796
Goodwill		32,667			—			32,667
Intangible assets, net		32,127			—			32,127
Deferred financing cost, net		15,206			—			15,206
Equity investments		9,600			—			9,600
Other noncurrent assets		2,644			1,412	(a)		4,056

Total assets	$	902,069		$	1,412		$	903,481		$		$

Liabilities and Stockholders’ (Deficit) Equity
Current liabilities
Accounts payable	$	154,801		$	—		$	154,801		$		$
Payables to affiliates		1,176			—			1,176
Other payables		36,546			—			36,546
Income taxes payable		7,993			7,900	(a)		15,893			(c)(d)

Total current liabilities		200,516			7,900			208,416
Long term debt, net of current maturities		776,705			—			776,705			(c)(d)
Deferred income taxes		6,488			(6,488	)(a)		—
Accrued pension cost		3,063			—			3,063

Total liabilities		986,772			1,412			988,184

Commitments and contingencies		—			—			—
Minority interest		1,915			—			1,915
Stockholders’ (deficit) equity					—
Common stock		88			—			88			(b)
Additional paid-in capital		—			—			—			(b)
Accumulated deficit		(86,914	)		—			(86,914	)		(c)(d)
Accumulated other comprehensive loss		208			—			208

Total stockholders’ (deficit) equity		(86,618	)		—			(86,618	)

Total liabilities and stockholders’ (deficit) equity	$	902,069		$	1,412		$	903,481		$		$


	Historical	Adjustment for Real Estate Transfer		Pro Forma
Noncurrent deferred tax liability (asset)	6,488	(7,900	)	(1,412	)


Proceeds received from this offering		$
Less: underwriting fees and expenses

Paid-in capital from this offering		$


	Historical Year Ended December 31, 2007
	Historical Year Ended December 31, 2007			Adjustments for PNA Intermediate Offering(a)			Pro Forma			Adjustments for this Offering		Pro Forma as Adjusted
Net sales	$	1,632,469		$	—		$	1,632,469		$		$
Costs and expenses
Cost of materials sold (exclusive of items shown below)		1,353,843			—			1,353,843
Processing		33,232			—			33,232
Distribution		19,348			—			19,348
Selling, general and administrative		125,956			—			125,956			(c)
Amortization of intangibles		5,365			—			5,365
Depreciation		6,188			—			6,188

Total costs and expenses		1,543,932			—			1,543,932

Operating income		88,537			—			88,537
Interest expense		63,135			1,975	(a)		65,110			(d)(e)
Income from equity investments		(2,558	)		—			(2,558	)

Income before minority interest and income tax expense		27,960			(1,975	)		25,985
Minority interest		2,374			—			2,374

Income before income tax expense		25,586			(1,975	)		23,611
Income tax expense		12,309			(754	)(b)		11,555			(b)

Net income	$	13,277		$	(1,221	)	$	12,056		$		$

Basic and diluted earnings per share	$	1.52					$	1.38				$
Weighted average shares outstanding		8,750,000						8,750,000
Pro forma – basic and diluted earnings per share –adjusted for dividends in excess of earnings												$	(f)
Pro forma – weighted average shares outstanding –adjusted for dividends in excess of earnings													(f)


Floating Rate Note interest for the period	$	20,179
Less Floating Rate Note interest included in historical accounts		(18,652	)
Incremental amortization of deferred financing costs		270
Incremental accretion of original issue discount		170

	$	1,975


Floating Rate Notes		$
Amortization of deferred financing cost
Accretion of original issue discount
Write-off of deferred financing cost
Write-off of original issue discount

		$


	Historical			Adjustments for this Offering		Pro Forma as Adjusted
Net sales	$	474,037		$		$
Costs and expenses (exclusive of items shown below)
Cost of materials sold		384,081
Processing		9,924
Distribution		6,214
Selling, general and administrative		33,413			(a)
Amortization of intangibles		2,388
Depreciation		1,813

Total costs and expenses		437,833

Operating income		36,204
Interest expense		17,472			(b)(c)
Income from equity investments		(658	)

Income before minority interest and income tax expense		19,390
Minority interest		774

Income before income tax expense		18,616
Income tax expense		7,550			(d)

Net income	$	11,066		$		$


Basic and diluted earnings per share	$	1.26		$		$
Weighted average shares outstanding		8,750,000
Pro forma basic and fully diluted earnings per share as adjusted for dividends in excess of earnings						$	(d)
Pro forma weighted average shares outstanding							(d)


	Predecessor												Successor⁽¹⁾
	Year Ended December 31,									Jan. 1 to May 9, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007			Year Ended December 31, 2007			Three Months Ended March 31, 2008
	2003			2004			2005			Jan. 1 to May 9, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007			Year Ended December 31, 2007			Three Months Ended March 31, 2008
Statement of Income Data:	(in thousands, except shares and per share amounts)
Net sales	$	699,481		$	1,210,213		$	1,250,289		$	487,190		$	1,074,201		$	407,322		$	1,632,469		$	474,037

Costs and expenses:
Cost of materials sold (exclusive of items shown below)		580,683			909,043			1,050,018			401,612			864,271			335,536			1,353,843			384,081
Processing		22,403			31,206			30,288			11,985			20,664			8,137			33,232			9,924
Distribution		17,485			23,081			17,321			6,395			14,647			5,591			19,348			6,214
Selling, general and administrative		61,873			87,659			80,288			35,393			75,848			28,622			125,956			33,413
Depreciation and amortization		10,621			10,148			9,466			3,262			7,926			2,971			11,553			4,201

Total costs and expenses		693,065			1,061,137			1,187,381			458,647			983,356			380,857			1,543,932			437,833

Operating income		6,416			149,076			62,908			28,543			90,845			26,465			88,537			36,204

Interest expense		3,539			6,769			5,519			1,375			25,596			13,126			63,135			17,472
Income from equity investments		(1,339	)		(1,607	)		(1,546	)		(770	)		(942	)		(453	)		(2,558	)		(658	)

Income before minority interest and income tax expense		4,216			143,914			58,935			27,938			66,191			13,792			27,960			19,390

Minority interest		310			1,267			1,423			788			1,471			513			2,374			774

Income before income tax expense		3,906			142,647			57,512			27,150			64,720			13,279			25,586			18,616
Income tax expense		1,614			54,032			21,825			10,146			23,619			5,066			12,309			7,550

Net income	$	2,292		$	88,615		$	35,687		$	17,004		$	41,101		$	8,213		$	13,277		$	11,066

Earnings per common share—basic and diluted	$	2,292		$	88,615		$	35,687		$	17,004		$	4.70		$	0.94		$	1.52		$	1.26
Weighted average number of shares—basic and diluted		1,000			1,000			1,000			1,000			8,750,000			8,750,000			8,750,000			8,750,000
Cash dividends per share	$	—		$	2,000		$	—		$	2,000		$	0.33		$	8.00		$	19.07		$	—


	Predecessor									Successor⁽¹⁾
	December 31,									December 31, 2006			March 31, 2007			December 31, 2007			March 31, 2008
	2003			2004			2005			December 31, 2006			March 31, 2007			December 31, 2007			March 31, 2008
Balance Sheet Data:	(dollars in thousands)
Cash	$	1,088		$	2,732		$	2,210		$	12,891		$	99,577		$	15,471		$	11,564
Working capital		194,539			349,879			247,057			426,213			539,360			431,229			520,513
Total current assets		280,519			465,863			383,960			634,227			715,565			615,046			721,029
Property, plant and equipment, net		105,235			99,032			95,200			61,542			65,528			72,104			88,796
Total assets		412,658			589,320			504,096			746,444			833,963			780,819			902,069
Total debt		150,778			205,338			59,101			476,267			658,652			690,786			778,573
Stockholders’ equity (deficit):
Common stock		33,865			33,865			33,865			88			88			88			88
Paid-in-capital		—			—			—			17,412			—			—			—
Retained earnings (Accumulated deficit)		130,817			217,432			253,119			38,201			(6,174	)		(97,980	)		(86,914	)
Accumulated other comprehensive loss		(1,852	)		(1,088	)		(2,037	)		(130	)		(130	)		208			208
Total stockholders’ equity (deficit)		162,830			250,209			284,947			55,571			(6,216	)		(97,684	)		(86,618	)


Citi		UBS Investment Bank


Benefit obligation
Discount rate for determining benefit obligations	6.00	%
Rate of compensation increase	0.00	%
Expected rate of return on plan assets – Pension plans	8.00	%

Expected rate of return on plan assets – SERP	0.00	%

Plan assets
Equity securities	69	%
Fixed income	31	%
Money market	0	%
Market value of assets	market value
Amortization method for prior service costs	straight-line
Amortization method for gains and losses	straight-line


	Three Months Ended March 31, 2007			% of Net Sales		Three Months Ended March 31, 2008			% of Net Sales
Net sales	$	407,322				$	474,037
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		335,536		82.4	%		384,081		81.0	%
Processing		8,137		2.0	%		9,924		2.1	%
Distribution		5,591		1.4	%		6,214		1.3	%
Selling, general and administrative (S,G & A)		28,622		7.0	%		33,413		7.0	%
Amortization of intangibles		1,391		0.3	%		2,388		0.5	%
Depreciation		1,580		0.4	%		1,813		0.4	%

Total operating costs and expenses		380,857		93.5	%		437,833		92.4	%

Operating income		26,465		6.5	%		36,204		7.6	%
Interest expense, net		13,126		3.2	%		17,472		3.7	%
Income from equity investments		(453	)	-0.1	%		(658	)	-0.1	%

Income before minority interest and income tax expense		13,792		3.4	%		19,390		4.1	%
Minority interest		513		0.1	%		774		0.2	%

Income before income tax expense		13,279		3.3	%		18,616		3.9	%
Income tax expense		5,066		1.2	%		7,550		1.6	%

Net income	$	8,213		2.0	%	$	11,066		2.3	%

Tons sold		475					496
Tons tolled		160					151

Tons shipped		635					647

Average realized price per ton sold	$	845				$	945


	Predecessor January 1 to May 9, 2006			Successor May 10, 2006 to December 31, 2006			Combined Predecessor/ Successor Non-GAAP Year Ended December 31, 2006
Net sales	$	487,190		$	1,074,201		$	1,561,391
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		401,612			864,271			1,265,883
Processing		11,985			20,664			32,649
Distribution		6,395			14,647			21,042
Selling, general, and administrative (S,G&A)		35,393			75,848			111,241
Amortization of intangibles		—			4,087			4,087
Depreciation		3,262			3,839			7,101

Total operating costs and expenses		458,647			983,356			1,442,003

Operating income		28,543			90,845			119,388
Interest expense		1,375			25,596			26,971
Income from equity investments		(770	)		(942	)		(1,712	)

Income before minority interest and income tax expense		27,938			66,191			94,129
Minority interest		788			1,471			2,259

Income before income tax expense		27,150			64,720			91,870
Income tax expense		10,146			23,619			33,765

Net income	$	17,004		$	41,101		$	58,105


Predecessor Company Period from January 1, 2006 to May 9, 2006	Long Products and Plate		Flat Rolled		Corporate and Other			Total
Net sales	$	315,034	$	172,156	$	—		$	487,190
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		253,790		147,822		—			401,612
Processing, distribution and S,G&A costs		30,962		18,080		4,731			53,773
Depreciation and amortization		1,293		1,967		2			3,262

Total operating costs and expenses		286,045		167,869		4,733			458,647

Operating income	$	28,989	$	4,287	$	(4,733	)	$	28,543

Tons sold		373		228		—			601
Tons tolled		—		271		—			271

		373		499		—			872


Successor Company Period from May 10, 2006 to December 31, 2006	Long Products and Plate		Flat Rolled		Corporate and Other			Total
Net sales	$	764,380	$	309,821	$	—		$	1,074,201
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		602,911		261,360		—			864,271
Processing, distribution and S,G&A costs		75,660		31,886		3,613			111,159
Depreciation and amortization		5,907		1,760		259			7,926

Total operating costs and expenses		684,478		295,006		3,872			983,356

Operating income	$	79,902	$	14,815	$	(3,872	)	$	90,845

Tons sold		847		385		—			1,232
Tons tolled		—		479		—			479

		847		864		—			1,711


Combined Predecessor/Successor Non-GAAP Year Ended December 31, 2006	Long Products and Plate		Flat Rolled		Corporate and Other			Total
Net sales	$	1,079,414	$	481,977	$	—		$	1,561,391
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		856,701		409,182		—			1,265,883
Processing, distribution and S,G&A costs		106,622		49,966		8,344			164,932
Depreciation and amortization		7,200		3,727		261			11,188

Total operating costs and expenses		970,523		462,875		8,605			1,442,003

Operating income	$	108,891	$	19,102	$	(8,605	)	$	119,388

Tons sold		1,220		613		—			1,833
Tons tolled		—		750		—			750

		1,220		1,363		—			2,583


	Successor Non-GAAP Year Ended December 31, 2006			% of Net Sales		Successor Year Ended December 31, 2007			% of Net Sales
Net sales	$	1,561,391				$	1,632,469
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		1,265,883		81.1	%		1,353,843		82.9	%
Processing		32,649		2.1	%		33,232		2.0	%
Distribution		21,042		1.3	%		19,348		1.2	%
Selling, general and administrative (S,G & A)		111,241		7.1	%		125,956		7.7	%
Amortization of intangibles		4,087		0.3	%		5,365		0.3	%
Depreciation		7,101		0.5	%		6,188		0.4	%

Total operating costs and expenses		1,442,003		92.4	%		1,543,932		94.6	%

Operating income		119,388		7.6	%		88,537		5.4	%
Interest expense, net		26,971		1.7	%		63,135		3.9	%
Income from equity investments		(1,712	)	-0.1	%		(2,558	)	-0.1	%

Income before minority interest and income tax expense		94,129		6.0	%		27,960		1.7	%
Minority interest		2,259		0.1	%		2,374		0.1	%

Income before income tax expense		91,870		5.9	%		25,586		1.6	%
Income tax expense		33,765		2.2	%		12,309		0.8	%

Net income	$	58,105		3.7	%	$	13,277		0.8	%

Tons sold		1,833					1,873
Tons tolled		750					642

Tons shipped		2,583					2,515

Average realized price per ton sold	$	838				$	859


	Combined Predecessor / Successor Non-GAAP Year Ended December 31, 2006		% of Net Sales		Successor Year Ended December 31, 2007		% of Net Sales
Net sales	$	1,079,414			$	1,194,936
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		856,701	79.3	%		978,027	81.9	%
Processing, distribution and S,G&A costs		106,622	9.9	%		118,666	9.9	%
Depreciation and amortization		7,200	0.7	%		8,352	0.7	%

Total operating costs and expenses		970,523	89.9	%		1,105,045	92.5	%

Operating income	$	108,891	10.1	%	$	89,891	7.5	%

Tons sold		1,220				1,306
Tons tolled		—				—

Tons shipped		1,220				1,306

Average realized price per ton sold	$	885			$	915


	Predecessor Year Ended December 31, 2005			% of Net Sales		Combined Predecessor / Successor Non-GAAP Year Ended December 31, 2006			% of Net Sales
Net sales	$	1,250,289				$	1,561,391
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		1,050,018		84.0	%		1,265,883		81.1	%
Processing		30,288		2.4	%		32,649		2.1	%
Distribution		17,321		1.4	%		21,042		1.3	%
Selling, general and administrative (S,G & A)		80,288		6.4	%		111,241		7.1	%
Amortization of intangibles		—		—			4,087		0.3	%
Depreciation		9,466		0.8	%		7,101		0.5	%

Total operating costs and expenses		1,187,381		95.0	%		1,442,003		92.4	%

Operating income		62,908		5.0	%		119,388		7.6	%
Interest expense, net		5,519		0.4	%		26,971		1.7	%
Income from equity investments		(1,546	)	-0.1	%		(1,712	)	-0.1	%

Income before minority interest and income tax expense		58,935		4.7	%		94,129		6.0	%
Minority interest		1,423		0.1	%		2,259		0.1	%

Income before income tax expense		57,512		4.6	%		91,870		5.9	%
Income tax expense		21,825		1.7	%		33,765		2.2	%

Net income	$	35,687		2.9	%	$	58,105		3.7	%

Tons sold		1,553					1,833
Tons tolled		691					750

Tons shipped		2,244					2,583


	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Long-term debt obligations	$	690.7	$	1.8	$	3.9	$	223.5	$	461.5
Interest expense		438.1		67.0		133.8		109.8		127.5
Long-term lease obligations		17.2		4.0		5.0		2.2		6.0
Purchase obligations		253.6		253.6		—		—		—

	$	1,399.6	$	326.4	$	142.7	$	335.5	$	595.0


Location	Square Footage	Equipment
Wallingford, CT Opened in 1990	150,710	3 band saws 1 T-splitter/rotary shear 1 universal flame cutting system 1 beam cambering machine

Marseilles, IL Opened in 2003	187,975	4 band saws 1 plasma flame cutting system 1 rotary T-splitter 1 oxy-fuel flame cutting system 1 beam cambering machine

Baltimore, MD Acquired in 1992, built in 1908	150,000	5 band saws 1 55-ton ironworker

Petersburg, VA Opened in 2003	149,000	3 band saws 1 cold saw 1 T-splitter/rotary shear 1 plasma flame cutting system 1 angle bending roll 2 beam cambering machines 1 90-ton ironworker 1 oxy-fuel flame cutting system 1 CNC plate drill machine system


Name	Age	Position
Maurice S. Nelson, Jr.	70	Chief Executive Officer and President
William S. Johnson	50	Chief Financial Officer
Michael L. Smit	42	Vice President and General Counsel
Mark Haight	49	Co-President, Infra-Metals Co., Northern Region
John E. Lusdyk	55	Co-President, Infra-Metals Co., Southern Region
Robert A. Embry	63	President, Delta Steel, L.P.
Roger B. Sippey	66	President, Feralloy Corporation
Andrew L. Diamond	59	President, Metals Supply Company, Ltd.
Tom Gores	43	Chairman of the Board of Directors
Eva M. Kalawski	53	Director
Robert J. Wentworth	53	Director
Jacob Kotzubei	39	Director


Name and Principal Position	Year	Salary (1)		Bonus			Non-Equity Incentive Plan Compensation (2)			All Other Compensation			Total
Maurice Nelson, Jr. Chief Executive Officer and President (3)	2007	$	575,000	$	1,000,000	(4)	$	1,082,014	(5)				$	2,657,014
Christopher J. Moreton (interim) Chief Executive Officer and Chief Financial Officer (6)	2007 2006	$ $	275,000 183,333	$ $	— —		$ $	1,028,164 633,124		$ $	58,385 39,747	(7)	$ $	1,361,549 856,204
John Lusdyk Co-President, Infra-Metals Co. (Southern Region)	2007 2006	$ $	197,449 127,727	$ $	— —		$ $	1,332,198 1,186,724		$ $	28,731 20,495	(8)	$ $	1,558,378 1,334,946
Mark Haight Co-President, Infra-Metals Co. (Northern Region)	2007 2006	$ $	165,678 107,236	$ $	— —		$ $	1,542,101 1,086,813		$ $	17,518 17,409	(9)	$ $	1,725,297 1,211,458
Don Prebola Senior Vice President of Operations, Infra-Metals Co. (Northern Region)	2007 2006	$ $	165,678 107,236	$ $	— —		$ $	1,542,101 1,086,813		$ $	23,255 15,386	(10)	$ $	1,731,034 1,209,435


Name	Plan	Grant Date	Number of Performance Units Granted	Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name	Plan	Grant Date	Number of Performance Units Granted	Threshold ($)		Target ($)		Maximum ($)
Maurice Nelson, Jr.	Participation Plan(1) Annual Incentive Bonus	5/17/07	350,000 —	$ $	— 170,000	$ $	— 862,500	$ $	— 862,500
Christopher J. Moreton	Participation Plan Annual Incentive Bonus	5/17/07	425,834 —	$ $	— 36,425	$ $	— 470,000	$ $	— —
John Lusdyk (2)	Participation Plan Annual Incentive Bonus	5/17/07	379,167 —	$ $	— —	$ $	— —	$ $	— —
Mark Haight (3)	Participation Plan Annual Incentive Bonus	5/17/07	379,167 —	$ $	— —	$ $	— —	$ $	— —
Don Prebola (4)	Participation Plan Annual Incentive Bonus	5/17/07	379,167 —	$ $	— —	$ $	— —	$ $	— —


Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance in Last FYE ($)
Maurice Nelson, Jr.	$	—	$	—	$	—	$	—	$	—
Christopher J. Moreton	$	—	$	29,785	$	3,515	$	—	$	33,300
John Lusdyk	$	—	$	—	$	—	$	—	$	—
Mark Haight	$	—	$	—	$	—	$	—	$	—
Don Prebola	$	—	$	—	$	—	$	—	$	—


Name	Plan	Termination by the Company ($)		Termination by the Executive ($)		Change in Control ($)
Maurice Nelson, Jr.	Salary Continuation	$	—	$	—	$	—
	Incentive Bonus	$	—	$	—	$	—
	Continued Perks and Benefits	$	—	$	—	$	—
	Participation Plan	$	—	$	—	$	2,234,406	(1)
Christopher J. Moreton (2)	Salary Continuation	$	412,500	$	—	$	—
	Incentive Bonus	$	—	$	—	$	—
	Continued Perks and Benefits	$	62,850	$	—	$	—
	Participation Plan	$	—	$	—	$	2,718,064	(1)
	Deferred Compensation	$	41,250	$	—	$	—
John Lusdyk (3)	Salary Continuation	$	198,897	$	—	$	—
	Incentive Bonus	$	712,147	$	—	$	—
	Continued Perks and Benefits	$	—	$	—	$	—
	Participation Plan	$	—	$	—	$	2,420,414	(1)
Mark Haight (3)	Salary Continuation	$	166,893	$	—	$	—
	Incentive Bonus	$	895,000	$	—	$	—
	Continued Perks and Benefits	$	—	$	—	$	—
	Participation Plan	$	—	$	—	$	2,420,414	(1)
Don Prebola (3)	Salary Continuation	$	166,893	$	—	$	—
	Incentive Bonus	$	895,000	$	—	$	—
	Continued Perks and Benefits	$	—	$	—	$	—
	Participation Plan	$	—	$	—	$	2,420,414	(1)

Total		$	3,551,430	$	—	$	12,213,712


	Shares Beneficially Owned Prior to this Offering		Shares Beneficially Owned After the Stock Split and this Offering
Beneficial Owner	Number	Percent	Number	Percent

Platinum⁽¹⁾	8,750,000	100%		%


Measurement Date	Aggregate Shares Eligible for Public Sale	Comments
On the date of this prospectus	—	—
180 days after the completion of this offering		Consists of shares eligible for sale under Rule 144.
One year after the completion of this offering		Consists of shares eligible for sale under Rule 144.


Underwriter		Number of Shares
Citigroup Global Markets Inc.
UBS Securities LLC
Goldman, Sachs & Co.

Total


		Page

Audited Financial Statements

Report of Independent Registered Public Accounting Firm (Predecessor)		F-2

Report of Independent Registered Public Accounting Firm (Successor)		F-3

Consolidated Balance Sheet of PNA Group Holding Corporation as of December 31, 2006 (Successor) and 2007 (Successor)		F-4

Consolidated Statements of Income of PNA Group, Inc. for the year ended December 31, 2005 (Predecessor) and for the period January 1, 2006 to May 9, 2006 (Predecessor) and Consolidated Statements of Income of PNA Group Holding Corporation for the period May 10, 2006 to December 31, 2006 (Successor) and for the year ended December 31, 2007 (Successor)		F-5

Consolidated Statements of Stockholder’s Equity of PNA Group, Inc. for the year ended December 31, 2005 and for the period January 1, 2006 to May 9, 2006 (Predecessor) and Consolidated Statements of Stockholders’ Equity (Deficit) of PNA Group Holding Corporation for the period May 10, 2006 to December 31, 2006 (Successor) and for the year ended December 31, 2007 (Successor)		F-6

Consolidated Statements of Cash Flows of PNA Group, Inc. for the year ended December 31, 2005 (Predecessor) and for the period January 1, 2006 to May 9, 2006 (Predecessor) and Consolidated Statements of Cash Flows of PNA Group Holding Corporation for the period May 10, 2006 to December 31, 2006 (Successor) and for the year ended December 31, 2007 (Successor)		F-7

Notes to Consolidated Financial Statements		F-8

Unaudited Financial Statements

Unaudited Condensed Consolidated Balance Sheets of PNA Group Holding Corporation as of December 31, 2007 and March 31, 2008		F-36

Unaudited Condensed Consolidated Statements of Income of PNA Group Holding Corporation for three months ended March 31, 2007 and the three months ended March 31, 2008		F-37

Unaudited Condensed Consolidated Statement of Stockholders’ Deficit of PNA Group Holding Corporation for the three months ended March 31, 2008		F-38

Unaudited Condensed Consolidated Statement of Cash Flows of PNA Group Holding Corporation for the three months ended March 31, 2007 and the three months ended March 31, 2008		F-39

Notes to Unaudited Condensed Consolidated Financial Statements		F-40


	Successor
	December 31,
	2006			2007
Assets
Current assets
Cash and cash equivalents	$	12,891		$	15,471
Restricted cash		1,063			2,096
Accounts receivable, less allowance for doubtful accounts of $5,430 and $4,985, respectively		188,911			185,932
Inventories, net		410,604			392,110
Receivables from affiliates		3,906			487
Other current assets		16,852			18,950

Total current assets		634,227			615,046
Property, plant and equipment, net		61,542			72,104
Goodwill		9,886			32,667
Intangible assets, net		19,338			34,380
Deferred financing costs, net		11,037			15,466
Equity investments		7,643			8,941
Other noncurrent assets		2,771			2,215

Total assets	$	746,444		$	780,819

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	141,594		$	136,218
Payables to affiliates		603			1,237
Other payables		57,401			45,689
Income taxes payable		8,416			673

Total current liabilities		208,014			183,817
Long term debt, net of current maturities		474,414			688,940
Deferred income taxes		1,605			947
Accrued pension costs		5,293			3,316

Total liabilities		689,326			877,020

Commitments and contingencies		—			—
Minority interest		1,547			1,483
Stockholders’ equity (deficit)
Common stock: $.01 par value—10,000,000 shares authorized; 8,750,000 shares issued and outstanding		88			88
Additional paid-in capital		17,412			—
Retained earnings (Accumulated deficit)		38,201			(97,980	)
Accumulated other comprehensive (loss) income		(130	)		208

Total stockholders’ equity (deficit)		55,571			(97,684	)

Total liabilities and stockholders’ equity (deficit)	$	746,444		$	780,819