As filed with the Securities and Exchange Commission on July 6, 2007.

Registration No 333-142444

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PNA GROUP HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

5051

20-4829830

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

400 Northridge Road, Suite 850

Atlanta, Georgia 30350

(770) 641-6460

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

Maurice S. Nelson, Jr.

Chief Executive Officer

PNA Group Holding Corporation

400 Northridge Road, Suite 850

Atlanta, Georgia 30350

(770) 641-6460

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

Copies to:

Cristopher Greer, Esq.

John Papachristos, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

Facsimile: (212) 728-9214

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

(212) 701-3000

Facsimile: (212) 269-5420

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

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. ¨

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for purposes of determining the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(2)

Includes shares of common stock which may be purchased by the underwriters to cover over-allotments, if any.

(3)

Previously paid.

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.

SUBJECT TO COMPLETION, DATED , 2007

P R O S P E C T U S

Shares

PNA Group Holding Corporation

Common Stock

$ per share

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 13.

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.


	Per Share	Total

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

The underwriters expect to deliver the shares to purchasers on or about , 2007.


Citi		UBS Investment Bank

Goldman, Sachs & Co.

, 2007

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.

TABLE OF CONTENTS


		Page

Summary		1

Risk Factors		13

Forward-Looking Statements		22

Use of Proceeds		23

Capitalization		24

Dilution		25

Dividend Policy		27

Unaudited Pro Forma Combined Financial Data		28

Selected Consolidated Financial Data		37

Management’s Discussion and Analysis of Financial Condition and Results of Operations		39

Business		66

Management		76

Certain Relationships and Related Party Transactions		89

Principal Stockholder		91

Description of Capital Stock		92

Description of Certain Indebtedness		95

Shares Eligible for Future Sale		101

Material U.S. Federal Tax Considerations		103

Underwriting		106

Legal Matters		110

Experts		110

Where You Can Find More Information		110

Index to Consolidated Financial Statements		F-1

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” refers to PNA Group, Inc., an indirect wholly owned subsidiary of PNAG Holding, and its subsidiaries on a consolidated basis. “Platinum” refers to Platinum Equity Capital Partners 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” gives effect to the consummation of the Transactions, the PNA Intermediate Offering and the use of proceeds therefrom, and information in this prospectus identified as “pro forma as adjusted” gives effect to the consummation of the Transactions, 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 non-residential construction, machinery and equipment manufacturing, oil and gas, telecommunications and 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 2006, we served more than 9,200 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, 2006, we had combined net sales of approximately $1.56 billion and combined net income of approximately $58 million, and we generated combined pro forma net sales of approximately $1.63 billion and combined pro forma EBITDA of approximately $147 million. For a description of our EBITDA and a reconciliation to our net income, see Note 1 to “Summary Historical Consolidated and Pro Forma Combined Financial Data.”

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 acquisition of Metals Supply Company, Ltd., or MSC, a leading structural steel service center and distributor in the Gulf Coast region of the United States, we now operate 21 steel service centers nationally (excluding one facility that will be closed in July 2007), 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 (69% of 2006 combined net sales). Our Long Products segment operates 16 facilities throughout the Southwest, New England, Mid-Atlantic, Midwest and Southeast regions of the United States. This segment distributes structural beams, tubing, plates, sheets, 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, press braking, shearing, punching, grinding, ultrasonic testing, plasma and plate burning with full computer-aided design capabilities. We market these products and services under four regional brands: Infra-Metals, Delta Steel, Metals Supply Company and Smith Pipe & Steel. Slightly over half of Long Products’ 2006 sales were to the non-residential construction market. The other major markets served by this segment include ship and barge building, railcar manufacturing, metal building fabrication, commercial and industrial fabricators, oil and gas, and telecommunications and utilities. Our ability to identify niche market opportunities has allowed us to increase our value-added services and broaden our customer base. For example, 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 major portion of the steel monopoles used in telecommunications towers and utilities transmission towers in these markets.

Flat Rolled Products Segment (31% of 2006 combined 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 or slitting. Through this segment, we also perform a substantial amount of tolling, where we process 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 original equipment manufacturers in the machinery and equipment, 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 and original equipment manufacturers, who require smaller quantities of more highly customized products delivered on a just-in-time basis. Due to smaller purchase sizes, producers historically have not dealt directly with 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.

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, we have found 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 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 2006 annual volume of 2.6 million tons. 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, in many cases, that 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, 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 and competitive in pursuing potential acquisitions.

Additionally, we continually monitor and evaluate important organic growth opportunities. Our new 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 new recoiler at the Portland, Oregon facility of one of our joint ventures will enable 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, 2007, our indebtedness, represented by the Floating Rate Notes, the PNA Notes (each as defined herein), borrowings under PNA’s senior secured credit facility and capital lease obligations, was approximately $609.0 million, with $49.7 million of non-recourse real estate mortgage debt at the Real Estate Subsidiaries (as defined herein).

Broad Product Offering in Multiple High-Growth Markets

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 2006, we shipped products to over 9,200 customers with an average invoice size of $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 $108 million to modernize our operations, 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 2006 average sales per facility of $71 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. 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 19% of our Long Products and 98% of our Flat Rolled Products in 2006.

Strong Vendor and Joint Venture Partner Relationships

We have well-established, long-term relationships with some of the largest North American and international steel producers. In 2006, we purchased approximately 2.1 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.

Experienced Management Team

implementing value-added processing opportunities, reducing operating expenses, improving working capital management and closing select facilities.

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. Mr. Moreton remains our Chief Financial Officer. Previously, Mr. Nelson served for nine years as President, Chief Executive Officer, Chief Operating Officer and Director of Earle M. Jorgensen Company, a large distributor of metal products in North America. See “Management—Executive Officers and Directors.”

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 recent 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, Chaparral Steel, 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 new 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 participate in the 1,300 mile “Rockies Express” natural gas pipeline project, through our installation of a new recoiler at the Portland, Oregon facility of one of our joint ventures. 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 acquisition of MSC increased the breadth of structural beams in our product offering, which has allowed us to occupy and better serve a greater portion of the non-residential construction market 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 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 $108 million 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. We are currently in the process of consolidating our Midwest facilities in order to achieve estimated cost savings of $1.4 million per annum. 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 Paris. Since its founding in 1995, Platinum has acquired more than 70 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 2006, and a $700 million private equity fund launched in 2004 to drive new investments. 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.

The following table sets forth (1) the aggregate amount invested in the Company by Platinum in connection with the Platinum Acquisition, (2) as of June 1, 2007, the aggregate amount of funds received by Platinum from us, including (i) dividends and (ii) payments earned pursuant to a corporate advisory services agreement, (3) after giving effect to the consummation of this offering, the value of Platinum’s ownership in us based on the offering price of the common stock offered hereby and (4) after giving effect to the consummation of this offering, the percentage of our outstanding shares owned by Platinum.


Aggregate Investment	Aggregate Funds Received		Value of Platinum-owned Shares	% of Shares Owned by Platinum
$17,500,000	$	177,245,000	$

Recent Transactions

On May 9, 2006, we acquired all of the outstanding capital stock of PNA in a merger transaction, or the Platinum Acquisition, with Preussag North America, Inc., pursuant to which Platinum acquired effective economic control of PNA as of November 2005. Effective May 31, 2006, we acquired all of the outstanding partnership interests of Metals Supply Company, Ltd. and its affiliate Clinton & Lockwood, Ltd., or the MSC Acquisition. On August 15, 2006, PNA sold, in what we refer to as the PNA Offering, $250 million aggregate principal amount of its 10³/4% Senior Notes due 2016, which we refer to as the PNA Notes, the net proceeds of which were used to prepay indebtedness of approximately $226.3 million under PNA’s senior secured credit facility and to make a return of capital of approximately $16.1 million to Platinum. On February 12, 2007, our subsidiary, PNA Intermediate Holding Corporation, or PNA Intermediate, sold, in what we refer to as the PNA Intermediate Offering, $170 million principal amount of its Senior Floating Rate Toggle Notes due 2013, which we refer to as the Floating Rate Notes. The net proceeds of the PNA Intermediate Offering were used to pay a dividend of approximately $162.5 million to PNAG Holding as sole stockholder of PNA Intermediate, $70 million of which was used to pay a dividend to Platinum in February 2007 and the remainder of which (approximately $92.5 million) was used to pay a subsequent dividend to Platinum in May 2007. PNA is party to a corporate advisory services agreement, or the Services Agreement, with Platinum Equity Advisors, LLC, or 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 $21.7 million. 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 $8.4 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.”

In this prospectus, the Platinum Acquisition, the MSC Acquisition and the PNA Offering are collectively referred to as the Transactions.

Corporate Structure

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

LOGO

Corporate Information

PNAG Holding was incorporated in the State of Delaware in February 2006. PNAG Holding’s principal offices are located at 400 Northridge Road, Suite 850, Atlanta, Georgia 30350. PNAG Holding’s telephone number is (770) 641-6460. Our internet address is www.pnagroupinc.com. Information on our website does not constitute part of this prospectus.

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

Risk factors

See “Risk Factors” on page 13 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 years ended December 31, 2005 and 2004 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 December 31, 2006 and for the period from May 10, 2006 to December 31, 2006 have been derived from the audited consolidated financial statements of PNAG Holding, (iii) as of and for the three months ended March 31, 2006 have been derived from the unaudited consolidated financial statements of PNA and (iv) as of and for the three months ended March 31, 2007 have been derived from the unaudited consolidated financial statements of PNAG Holding, in each case included elsewhere in this prospectus. The unaudited 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 combined financial data for PNAG Holding and (ii) summary pro forma as adjusted combined financial data for PNAG Holding, in each case for the year ended December 31, 2006 and as of and for the three months ended March 31, 2007. The pro forma combined statement of income data give effect to the Transactions and the PNA Intermediate Offering as if they had been consummated on January 1, 2006. The pro forma combined balance sheet data as of March 31, 2007 give effect to the use of proceeds from the PNA Intermediate Offering as if it had occurred on March 31, 2007. The pro forma as adjusted combined statement of income data give effect to the Transactions, 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, 2006. The pro forma as adjusted combined balance sheet data as of March 31, 2007 give effect to the use of proceeds from the PNA Intermediate Offering, the Real Estate Transfer, the Services Agreement Amendment and this offering as if they had occurred as of March 31, 2007. 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 Transactions, 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 Combined 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⁽⁴⁾
	Year Ended December 31,						January 1 to May 9, 2006			Three Months Ended March 31, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007			Pro Forma Year Ended December 31, 2006			Pro Forma Three Months Ended March 31, 2007			Pro Forma As Adjusted Year Ended December 31, 2006	Pro Forma As Adjusted Three Months Ended March 31, 2007
	2004			2005			January 1 to May 9, 2006			Three Months Ended March 31, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007			Pro Forma Year Ended December 31, 2006			Pro Forma Three Months Ended March 31, 2007			Pro Forma As Adjusted Year Ended December 31, 2006	Pro Forma As Adjusted Three Months Ended March 31, 2007
	(dollars in thousands, except shares and per share amounts)
Statement of Income Data:
Net sales	$	1,210,213		$	1,250,289		$	487,190		$	338,894		$	1,074,201		$	407,322		$	1,627,153		$	407,322		$	$
Costs and expenses:
Cost of materials sold (exclusive of items shown below)		909,043			1,050,018			401,612			283,855			864,271			335,536			1,312,480			335,536
Processing		31,206			30,288			11,985			6,532			20,664			8,137			32,649			8,137
Distribution		23,081			17,321			6,395			5,520			14,647			5,591			21,042			5,591
Selling, general and administrative		87,659			80,288			35,393			20,040			75,848			28,622			113,155			27,747
Depreciation and amortization		10,148			9,466			3,262			2,376			7,926			2,971			12,381			2,971

Total costs and expenses		1,061,137			1,187,381			458,647			318,323			983,356			380,857			1,491,707			379,982
Operating income		149,076			62,908			28,543			20,571			90,845			26,465			135,446			27,340
Interest expense		6,769			5,519			1,375			616			25,596			13,126			63,754			15,777
Income from equity investments		(1,607	)		(1,546	)		(770	)		(564	)		(942	)		(453	)		(1,712	)		(453	)

Income before minority interest and income tax expense		143,914			58,935			27,938			20,519			66,191			13,792			73,404			12,016
Minority interest		1,267			1,423			788			526			1,471			513			2,259			513

Income before income tax expense		142,647			57,512			27,150			19,993			64,720			13,279			71,145			11,503
Income tax expense		54,032			21,825			10,146			7,367			23,619			5,066			25,472			4,387

Net income	$	88,615		$	35,687		$	17,004		$	12,626		$	41,101		$	8,213		$	45,673		$	7,116		$	$

Earnings per common share:
Basic and diluted	$	88,615		$	35,687		$	17,000		$	12,626		$	4.70		$	0.94		$	5.22		$	0.81
Weighted average shares outstanding		1,000			1,000			1,000			1,000			8,750,000			8,750,000			8,750,000			8,750,000

Other Financial Data:
Net cash (used in) provided by operating activities	$	(46,118	)	$	153,085		$	(23,073	)	$	(15,353	)	$	(50,523	)	$	(15,483	)
Net cash used in investing activities		(3,110	)		(4,501	)		(2,460	)		(2,135	)		(316,675	)		(5,544	)
Net cash provided by (used in) financing activities		50,872			(149,106	)		24,836			26,136			378,576			107,713
Purchases of property, plant and equipment		(4,218	)		(6,327	)		(2,460	)		(2,135	)		(4,902	)		(4,631	)
EBITDA⁽¹⁾		159,564			72,497			31,787			22,985			98,242			29,376		$	147,280		$	30,251		$	$

Other Operating Data:
Tons sold		1,619,913			1,553,030			600,893			414,090			1,231,816			475,280			1,832,709			475,280
Tons tolled⁽²⁾		595,886			691,398			271,199			185,265			479,302			159,822			750,501			159,822

Total tons		2,215,799			2,244,428			872,092			599,355			1,711,118			635,102			2,583,210			635,102


	Predecessor						Successor⁽⁴⁾
	December 31,				March 31,		December 31, 2006		March 31, 2007			Pro Forma March 31, 2007		Pro Forma As Adjusted March 31, 2007
	2004		2005		2006		December 31, 2006		March 31, 2007			Pro Forma March 31, 2007		Pro Forma As Adjusted March 31, 2007
							(dollars in thousands)
Balance Sheet Data:
Cash	$	2,732	$	2,210	$	10,858	$	12,891	$	99,577		4,739
Working capital⁽³⁾		349,879		247,057		285,862		426,213		539,360		437,001
Total current assets		465,863		383,960		440,112		634,227		715,565		620,727
Property, plant and equipment, net		99,032		95,200		94,959		61,542		65,528		65,528
Total assets		589,320		504,096		560,393		746,444		833,963		746,349
Total debt		205,338		59,101		85,437		476,267		658,652		658,652
Total stockholder’s equity (deficit)		250,209		284,947		297,320		55,571		(6,216	)	(100,175	)

(1)

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 EBITDA does not reflect add-back of the vested $3,190 portion of transaction-related bonuses paid over a three-year period to senior members of management of PNA in connection with the PNA Intermediate Offering. In addition, pro forma as adjusted EBITDA will not reflect $ rent expense payable to the Real Estate Subsidiaries (as defined herein) that will be dividended 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:


	Predecessor								Successor⁽⁴⁾
	Year Ended December 31,				January 1 to May 9, 2006		Three Months Ended March 31, 2006		May 10 to December 31, 2006		Three Months Ended March 31, 2007		Pro Forma Year Ended December 31, 2006		Pro Forma Three Months Ended March 31, 2007		Pro Forma As Adjusted Year Ended December 31, 2006	Pro Forma As Adjusted Three Months Ended March 31, 2007
	2004		2005		January 1 to May 9, 2006		Three Months Ended March 31, 2006		May 10 to December 31, 2006		Three Months Ended March 31, 2007		Pro Forma Year Ended December 31, 2006		Pro Forma Three Months Ended March 31, 2007			Pro Forma As Adjusted Three Months Ended March 31, 2007
Net income	$	88,615	$	35,687	$	17,004	$	12,626	$	41,101	$	8,213	$	45,673		7,116
Add:
Income tax expense		54,032		21,825		10,146		7,367		23,619		5,066		25,472		4,387
Interest expense		6,769		5,519		1,375		616		25,596		13,126		63,754		15,777
Depreciation and amortization		10,148		9,466		3,262		2,376		7,926		2,971		12,381		2,971

EBITDA	$	159,564	$	72,497	$	31,787	$	22,985	$	98,242	$	29,376	$	147,280	$	30,251	$	$

(2)

Includes tolled volumes at our consolidated subsidiaries.

(3)

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

(4)

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.

RISK FACTORS

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.

Risks Relating to Our Business

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. This volatility can significantly affect the availability and cost of raw materials to 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. Steel costs typically represent approximately 80 to 85% of our net sales. 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 liquidity 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. Our liquidity 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, coal and steel industries, a downturn in world economies, increases in interest rates, unfavorable currency fluctuations, including a weak U.S. dollar, 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, 2006, 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 operate in a highly fragmented and competitive industry.

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 steel.

Our success depends on our ability to retain our key employees.

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.

We are subject to extensive environmental regulation.

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, 2007, approximately 188 of our employees (and 86 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 10 collective bargaining agreements with such unions, which expire at various times. Collective bargaining agreements for all of our union employees expire in each of 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 material weaknesses in our internal control over financial reporting and our business may be negatively affected if we do not remediate these material weaknesses or if we have other material weaknesses.

In conjunction with the review of our consolidated financial statements for the period ended September 30, 2006, our independent registered public accounting firm issued a letter, dated January 29, 2007, to our Board of Directors identifying material weaknesses in the design and operation of internal control over financial reporting. This letter elaborates on a communication initially reported to us by our independent registered public accounting firm on July 19, 2006, in which we were informed that during their review of our consolidated financial statements as of and for the period ended March 31, 2006, material weaknesses had been identified. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The detail and nature of these material weaknesses are as follows:

The following was reported July 19, 2006:

•

Accounting and finance resources: We had not maintained a sufficient complement of personnel with an appropriate level of accounting knowledge, experience and training in financial controls, the application of generally accepted accounting principles, and a general understanding of reporting requirements for SEC registrants commensurate with our financial reporting requirements. We have determined that, as of the date hereof, we have remediated this material weakness;

The following were reported January 29, 2007:

•

Financial control environment: We did not maintain fully documented and effectively communicated accounting policies and procedures throughout the organization resulting in potential incorrect application of accounting concepts. We have determined that, as of the date hereof, we have remediated this material weakness; and

•

Period-end close and financial reporting: We did not maintain effective controls over certain period-end financial close and reporting processes. This includes failure to follow an effective monthly/quarterly financial close and consolidation schedule incorporating critical and realistic timing, pre-established analytics, and comprehensive corporate review. This control deficiency resulted in errors in the statement of cash flows and equity that necessitated restatements of quarterly financials in 2006. This material weakness, which we have determined has not yet been remediated, could result in a material misstatement of the consolidated financial statements that would not be prevented or detected; in addition, this matter could impact our ability to file future Form 10-K and Form 10-Q reports within the time periods required for SEC registrants.

If we are unable to produce and issue financial statements free from material misstatements on a timely basis, we may be unable to obtain additional financing to operate and expand our business, and our business and financial condition could be harmed. Such a failure could also cause us to violate certain financial covenants in our debt instruments, which could in turn lead to an event of default under such indebtedness.

We have implemented steps to improve our internal control over financial reporting and efforts to remediate the remaining material weakness are in process and ongoing. A period of time will be required to completely implement these steps, document and test their operational effectiveness and provide evidence of their effectiveness. A discussion of our remediation efforts as well as our efforts to ensure compliance with the requirements of the Securities Exchange Act of 1934, as amended, and Section 404 of the Sarbanes-Oxley Act of 2002 is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein.

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, 2007, our indebtedness, represented by the Floating Rate Notes, the PNA Notes, borrowings

under PNA’s senior secured credit facility and capital lease obligations, was $609.0 million, and $49.7 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, 2007, PNA had approximately $181.8 million of unused capacity under its revolving credit facility. Our substantial indebtedness may:

•

make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the PNA Notes and the Floating Rate Notes and our other indebtedness;

•

limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions and general corporate and other purposes;

•

limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general corporate purposes;

•

require us to use a substantial portion of our cash flow from operations to make debt service payments;

•

limit our flexibility to plan for, or react to, changes in our business and industry;

•

place us at a competitive disadvantage compared to our less leveraged competitors; and

•

increase our vulnerability to the impact of adverse economic and industry conditions.

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:

•

incur additional debt;

•

pay dividends on their capital stock or repurchase their capital stock;

•

make certain investments;

•

enter into certain types of transactions with affiliates;

•

limit dividends or other payments by PNA Intermediate and its restricted subsidiaries to us, to PNA Intermediate or to PNA;

•

use assets as security in other transactions; and

•

sell certain assets or merge with or into other companies.

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, all 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 existing facilities that are in excess of $50,000. Therefore, without Bank of America, N.A.’s approval (over which we have no control) of a particular improvement, we may not be able to grow our existing 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.

Risks Related to Our Common Stock and this Offering

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, 2007.

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 2008, 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 2008 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.

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.

FORWARD-LOOKING STATEMENTS

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:

•

varying steel prices;

•

increases in steel prices that cannot be passed through to customers;

•

economic and industry downturns;

•

termination of supplier arrangements;

•

a highly fragmented and competitive industry;

•

the failure to replace lost senior management;

•

the incurrence of substantial costs or liabilities to comply with, or as a result of violations of, environmental laws;

•

employee slowdowns, strikes or similar actions;

•

the incurrence of additional debt, contingent liabilities and expenses in connection with future acquisitions;

•

the failure to effectively integrate newly acquired operations;

•

the ability of our internal control over financial reporting to ensure consistent and timely external financial reports; and

•

our substantial indebtedness and the terms governing such indebtedness.

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.

INDUSTRY AND MARKET DATA

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.

USE OF PROCEEDS

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 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 $170 million to PNA Intermediate in order to repay the Floating Rate Notes and (ii) to pay a dividend to Platinum, our sole stockholder, with any remaining net proceeds in excess of the aggregate outstanding principal amount of the Floating Rate Notes. 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 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.

CAPITALIZATION

The following table sets forth the cash and cash equivalents and total capitalization as of March 31, 2007 (1) on a historical basis, (2) on a pro forma basis to reflect the use of proceeds from the PNA Intermediate Offering and (3) on a pro forma as adjusted basis to give further 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 Combined 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.


	As of March 31, 2007
	Historical			Pro Forma			Pro Forma as Adjusted
	(dollars in thousands)
Cash and cash equivalents	$	99,577		$	4,739		$

Debt:
Amended and restated senior credit facility(1)		179,708			179,708
Floating Rate Notes(2)		167,071			167,071			—
PNA Notes		250,000			250,000
Capital leases and other debt		12,204			12,204

Sub-total		608,983			608,983
Non-recourse real estate mortgage debt		49,669			49,669

Total debt		658,652			658,652

Stockholders’ equity (deficit):
Common Stock, par value $0.01 per share, 10,000,000 shares authorized, actual, 10,000,000 shares authorized, pro forma, and shares authorized, as adjusted; 8,750,000 shares issued and outstanding, actual, 8,750,000 shares issued and outstanding, pro forma, and shares issued and outstanding, as adjusted		88			88
Paid-in-capital
Accumulated deficit		(6,174	)		(100,133	)
Accumulated other comprehensive deficit		(130	)		(130	)

Total stockholders’ deficit		(6,216	)		(100,175	)

Total capitalization	$	652,436		$	558,477		$

(1)

PNA’s senior secured credit facility was amended and restated concurrently with the consummation of the Platinum Acquisition, and further amended in connection with the PNA Intermediate Offering in order to permit the contribution of PNA’s stock to PNA Intermediate by PNAG Holding. See “Description of Certain Indebtedness.” As of March 31, 2007, PNA had total borrowings outstanding under its revolving credit facility of $179.7 million. We intend to borrow an additional $ million under the revolving credit facility concurrently with this offering to make a payment to Platinum Advisors as consideration for terminating the monitoring fee under the Services Agreement.

(2)

The Floating Rate Notes were offered on February 12, 2007 at an issue price of $167.025 million, net of original issue discount of approximately $2.975 million, with an aggregate principal amount at maturity of $170.0 million.

The outstanding share information in the table above is based on the number of shares outstanding as of , 2007. The table above excludes shares of our common stock that may be purchased by the underwriters to cover over-allotments.

DILUTION

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, 2007, 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, 2007, 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, 2007 would have been $ , or $ per share. This represents an immediate dilution in net tangible book value of $ per share.

The following tables illustrate this dilution:


Initial public offering price per share		$

Net tangible book value (deficit) per share at March 31, 2007	$

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		$

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:


	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

If the underwriters’ over-allotment option is exercised in full:

•

the percentage of our shares of common stock held by our existing holders of common stock will decrease to shares, or approximately % of the total number of shares of common stock outstanding after this offering; and

•

the number of our shares of common stock held by investors purchasing common stock in this offering will increase to shares, or approximately % of the total number of shares of common stock outstanding after this offering.

DIVIDEND POLICY

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 $21.7 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 $96.8 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 $4.3 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.

UNAUDITED PRO FORMA COMBINED FINANCIAL DATA

The following unaudited pro forma combined 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, 2007, for the period from May 10, 2006 to December 31, 2006 (Successor period) and for the period from January 1, 2006 to May 9, 2006 (Predecessor period). The unaudited pro forma combined financial data presents pro forma combined financial data for PNAG Holding and pro forma as adjusted combined financial data for PNAG Holding, in each case as of and for the three months ended March 31, 2007 and for the year ended December 31, 2006. The unaudited pro forma combined statements of operations data for the year ended December 31, 2006 and the three months ended March 31, 2007 give effect to the Transactions and the PNA Intermediate Offering and the use of proceeds therefrom as if they had been consummated on January 1, 2006. The unaudited pro forma as adjusted combined statements of operations data for the year ended December 31, 2006 and the three months ended March 31, 2007 give effect to the Transactions, 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, 2006. The unaudited pro forma combined balance sheet data as of March 31, 2007 give effect to the use of proceeds from the PNA Intermediate Offering and the Real Estate Transfer as if they had occurred on March 31, 2007. The unaudited pro forma as adjusted combined balance sheet data as of March 31, 2007 give effect to the use of proceeds from the PNA Intermediate Offering, the Real Estate Transfer, the Services Agreement Amendment and this offering as if they had occurred as of March 31, 2007.

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

•

On May 9, 2006, we acquired all of the outstanding capital stock of PNA in a merger transaction with Preussag North America, Inc., pursuant to which Platinum acquired effective economic control of PNA as of November 2005;

•

Effective May 31, 2006, we acquired all of the outstanding partnership interests of Metals Supply Company, Ltd. and its affiliate Clinton & Lockwood, Ltd.;

•

On August 15, 2006, PNA sold $250 million aggregate principal amount of its 10³/4% Senior Notes due 2016;

•

On February 12, 2007, our subsidiary, PNA Intermediate sold $170 million principal amount of its Senior Floating Rate Toggle Notes due 2013;

•

PNA is party to a corporate advisory 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; and

•

Simultaneously with the consummation of this offering, the stock (with a fair market value of approximately $21.7 million) of Travel Main, our wholly owned subsidiary, will be transferred by way of dividend to a newly created parent LLC of PNAG Holding, wholly owned by Platinum. In accordance with FASB Interpretation No. 46(R), we will 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 our consolidated financial statements, and therefore there is no net pro forma effect of the Travel Main transfer except for the tax effect described herein.

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 combined financial data is presented for informational purposes only. The unaudited pro forma combined financial data does not purport to represent what our results of operations or financial condition would have been had the Transactions, 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 combined financial data. We cannot assure you that the assumptions used in the preparation of the pro forma combined financial data will prove to be correct.

You should read the unaudited pro forma combined 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.

The Platinum Acquisition and the MSC Acquisition have been accounted for using the purchase method of accounting in accordance with SFAS No. 141 “Business Combinations.” The total cost of the Platinum Acquisition and the MSC Acquisition were allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the date of their acquisition dates of May 9, 2006 and May 31, 2006, respectively.

PNA Group Holding Corporation

Unaudited Pro Forma Combined Balance Sheet

March 31, 2007

(dollars in thousands)


	Successor Company			Adjustments for PNA Intermediate Offering			Adjustments for Real Estate Transfer			Pro Forma			Adjustments for this Offering		Pro Forma as Adjusted
Assets
Current assets
Cash and cash equivalents	$	99,577		$	(94,838	)(a)	$	—		$	4,739		$	(c)(d)	$
Restricted cash		1,976			—			—			1,976
Accounts receivable		201,647			—			—			201,647
Inventories, net		394,955			—			—			394,955
Receivables from affiliates		4,172			—			—			4,172
Other current assets		13,238			—			—			13,238

Total current assets		715,565			(94,838	)		—			620,727
Property, plant and equipment		65,528			—			—			65,528
Goodwill		9,886			—			—			9,886
Intangible assets, net		17,947			—			—			17,947
Deferred financing cost, net		15,366			—			—			15,366
Equity investments		7,781			—						7,781
Other noncurrent assets		1,890			—			7,224	(b)		9,114

Total assets	$	833,963		$	(94,838	)		7,224		$	746,349		$		$

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	136,097		$	—		$	—		$	136,097		$		$
Payables to affiliates		419			—			—			419
Other payables		36,110			—			—			36,110
Income taxes payable		3,579			(879	)(a)		8,400	(b)		11,100			(d)(e)

Total current liabilities		176,205			(879	)		8,400			183,726
Long term debt, net of current maturities		656,821			—			—			656,821			(d)(e)
Deferred income taxes		1,176			—			(1,176	)(b)		—
Accrued pension cost		4,260			—			—			4,260
Minority interest		1,717			—			—			1,717

Total liabilities		840,179			(879	)		7,224			846,524

Commitments and contingencies
Stockholders’ equity (deficit)
Common stock		88			—			—			88
Additional paid-in capital		—			—			—			—			(c)
Accumulated deficit		(6,174	)		(93,959	)(a)		—	(b)		(100,133	)		(d)(e)
Accumulated other comprehensive deficit		(130	)		—			—			(130	)

Total stockholders’ equity (deficit)		(6,216	)		(93,959	)		—			(100,175	)

Total liabilities and stockholders’ equity (deficit)	$	833,963		$	(94,838	)	$	7,224		$	746,349		$		$

PNA Group Holding Corporation

Notes to Unaudited Pro Forma Combined Balance Sheet

(dollars in thousands)

Notes

(a)

Represents dividend of $92,525 paid to Platinum with the remaining proceeds of the PNA Intermediate Offering and the currently vested portion of $2,313 of transaction-related bonuses paid to senior members of management of PNA in connection with the PNA Intermediate Offering and related tax benefits of $879. Twenty-five percent of the transaction-related bonuses of $12,753 vested immediately, and the remainder will vest over approximately the next three years. The payment of these bonuses is subject to definitive documentation.

(b)

Represents $8,400 of current income tax payable relating to the Real Estate Transfer. While the transfer is not expected to result in pre-tax book gain or loss, we expect the transfer to result in a gain for tax return purposes, resulting in a current tax liability payable in cash by us of approximately $8,400, which would then be recorded as a deferred tax asset. Current deferred tax assets and liabilities are grouped together and non-current deferred tax assets and liabilities are grouped together. Subsequent to the pro forma adjustment, the sum of non-current deferred tax assets and liabilities will be a net deferred tax asset.

The deferred tax asset of $8,400 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.

(c)

Represents the net increase in equity and cash from the proceeds of this offering, assuming no exercise by the underwriters of their over-allotment option, less the application of net proceeds as follows:


Proceeds received from this offering		$
Less: underwriting fees and expenses

Paid-in capital from this offering		$

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.

(d)

Represents repayment of $ Floating Rate Notes at par, write-off of $ of related deferred financing costs, recognition of $ of original issue discount expense, and the related tax benefit of $ .

(e)

Represents payment to Platinum of $ for the termination of the monitoring fee under the Services Agreement, related increase in borrowings under PNA’s senior secured credit facility and related tax benefits.

PNA Group Holding Corporation

Unaudited Pro Forma Combined Statement of Operations

Year Ended December 31, 2006

(dollars in thousands, except shares and per share amounts)


	Predecessor Company			Successor Company
	January 1 to May 9, 2006			May 10 to December 31, 2006			Platinum Acquisition Adjustments			MSC January 1 to May 31, 2006		MSC Acquisition Adjustments			Adjustments for prior Offerings(g)			Pro Forma			Adjustments for this Offering		Pro Forma as Adjusted
Net sales	$	487,190		$	1,074,201		$	—		$	65,762	$	—		$	—		$	1,627,153		$		$
Costs and expenses
Cost of materials sold (exclusive of items shown below)		401,612			864,271			(4,439	)(a)		51,036		—			—			1,312,480
Processing		11,985			20,664			—			—		—			—			32,649
Distribution		6,395			14,647			—			—		—			—			21,042
Selling, general and administrative		35,393			75,848			(3,926	)(a)		5,049		(2,397	)(f)		3,	188(h)		113,155
Amortization of intangibles		—			4,087			624	(b)		—		1,663	(b)		—			6,374
Depreciation		3,262			3,839			(1,293	)(c)		225		(26	)(c)		—			6,007

Total costs and expenses		458,647			983,356			(9,034	)		56,310		(760	)		3,188			1,491,707

Operating income		28,543			90,845			9,034			9,452		760			(3,188	)		135,446
Interest expense		1,375			25,596			2,093	(d)		522		909	(d)		33,259	(i)		63,754			(j)(k)
Income from equity investments		(770	)		(942	)		—			—		—			—			(1,712	)

Income before minority interest and income tax expense		27,938			66,191			6,941			8,930		(149	)		(36,447	)		73,404
Minority interest		788			1,471			—			—		—			—			2,259

Income before income tax expense		27,150			64,720			6,941			8,930		(149	)		(36,447	)		71,145
Income tax expense		10,146			23,619			2,651	(e)		3,036		(57	)(e)		(13,923	)(e)		25,472			(e)

Net income	$	17,004		$	41,101		$	4,290		$	5,894	$	(92	)	$	(22,524	)	$	45,673		$		$

Basic and diluted earnings per share		17,004			4.70														5.22
Weighted average shares outstanding		1,000			8,750,000														8,750,000

PNA Group Holding Corporation

Notes to Unaudited Pro Forma

Combined Statements of Operations

Year Ended December 31, 2006

(dollars in thousands)

Notes

(a)

Represents the elimination of the following non-recurring costs directly attributable to the Platinum Acquisition that were recognized in cost of materials sold and selling, general and administrative expenses:

•

Cost of materials sold—$4,399 inventory step-up to market value and

•

Selling, general and administrative—$3,926 of transaction bonuses paid to senior management at the closing of the Platinum Acquisition

(b)

Represents amortization of identifiable intangibles related to the Platinum Acquisition and MSC Acquisition. The amortization expense is calculated using estimated useful lives ranging from 3 months to 20 years.

(c)

Represents reduction in depreciation expense resulting from purchase accounting adjustments. The depreciation expense is calculated using average estimated useful lives of 40 years for buildings and 6 to 12 years for machinery and equipment.

(d)

The increase in interest expense for debt related to the Platinum Acquisition is comprised of (i) $117,700 of revolver borrowings at 6.4%, (ii) $60,000 term loan A at 7.4%, (iii) $25,000 term loan B at 8.9%, (iv) the amortization of loan fees on the senior secured credit facility, (v) $12,000 Preussag Seller Note (defined herein) at 8.0% and (vi) amortization of deferred finance cost relating to PNA’s amended and restated senior secured credit facility. The increase in interest expense for the MSC Acquisition represents $54,100 of revolver borrowings at 6.4%. Interest expense on the revolver facility and term loans is based on a spread over LIBOR. Each 0.125% change in the interest rate would change pro forma interest expense by approximately $490 ($311 net of taxes) per annum.


Platinum Acquisition
Interest expense	$	29,064
Less amounts included in historical accounts		26,971

Net Adjustment	$	2,093


MSC Acquisition
Interest expense pre-acquisition	$	1,431
Less amounts included in historical accounts		522

Net Adjustment	$	909

(e)

Reflects a 38.2% statutory tax rate on a pro forma basis.

(f)

Includes the difference between the aggregate historical compensation for the former owner of MSC and its Chief Operating Officer and an aggregate amount of $1,200 per annum based on employment agreements entered into in connection with the MSC Acquisition.

(g)

Represents interest expense for the PNA Notes and Floating Rate Notes and transaction-related bonuses paid to senior management of PNA.

(h)

Represents vested portion of transaction related bonuses to senior members of management of PNA. Twenty-five percent, or $3,188, of the transaction-related bonuses of $12,753 vested immediately, and the remainder will vest over approximately the next three years.

(i)

Represents an increase in interest expense for the PNA Notes and Floating Rate Notes calculated as follows:


	Amount			Interest Expense
PNA Notes	$	250,000		$	26,875
Floating Rate Notes		167,025			21,012
Less debt repaid with proceeds:
Revolving credit facility		(157,500	)		(10,001	)
Term loan A		(60,000	)		(4,410	)
Term loan B		(25,000	)		(2,213	)
Amortization of deferred financing cost					1,500
Accretion of original issue discount					495

				$	33,259

The interest expense on the Floating Rate Notes is based on a spread of 7% over the 3-month LIBOR. Each 0.125% change in the interest rate would change pro forma interest expense by approximately $213 ($135 net of taxes) per annum.

(j)

Represents the reduction in interest expense from the repayment of the Floating Rate Notes partially offset by the write-off of associated deferred financing costs and the recognition of original issue discount as follows:


Floating Rate Notes		$
Amortization of deferred financing cost
Accretion of original issue discount
Write-off of deferred financing cost
Original issue discount

		$

(k)

Represents the increase in interest expense from increased borrowings under PNA’s senior secured credit facility in order to pay the termination fee pursuant to the Services Agreement Amendment.

PNA Group Holding Corporation

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Three Months Ended March 31, 2007

(dollars in thousands, except shares and per share amounts)


	Successor Company			Adjustments for PNA Intermediate Offering			Pro Forma			Adjustments for this Offering	Pro Forma as Adjusted
Net sales	$	407,322		$	—		$	407,322		$	$
Costs and expenses (exclusive of items shown below)
Cost of materials sold		335,536			—			335,536
Processing		8,137			—			8,137
Distribution		5,591			—			5,591
Selling, general and administrative		28,622			(875	)(a)		27,747
Amortization of intangibles		1,391			—			1,391
Depreciation		1,580			—			1,580

Total costs and expenses		380,857			(875	)		379,982

Operating income		26,465			875			27,340
Interest expense		13,126			2,651	(b)		(15,777	)
Income from equity investments		(453	)		—			(453	)

Income before minority interest and income tax expense		13,792			(1,776	)		12,016
Minority interest		513			—			513

Income before income tax expense		13,279			(1,776	)		11,503
Income tax expense		5,066			(679	)(c)		4,387

Net income	$	8,213		$	(1,097	)	$	7,116		$	$


Basic and diluted earnings per share	$	0.94					$	0.81			$
Weighted average shares outstanding		8,750,000						8,750,000

PNA Group Holding Corporation

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

Three Months Ended March 31, 2007

(dollars in thousands, except shares and per share amounts)

(a)

Represents a portion of the transaction-related bonuses payable to senior members of management of PNA in connection with the PNA Intermediate Offering. Twenty-five percent of the transaction-related bonuses of $3,500 earned during the three month period ended March 31, 2007 vested immediately, and the remainder will vest over approximately the next three years and will be payable on September 30 of each year.

(b)

Represents increase in interest expense for the Floating Rate Notes for the period from January 1, 2007 to February 11, 2007. The interest expense is based on a spread of 7% over the 3-month LIBOR. Each 0.125% change in the interest rate would change pro forma interest expense by approximately $213 ($132 net of tax) per annum.

(c)

Reflects a 38.2% statutory tax rate on a pro forma basis.

SELECTED CONSOLIDATED FINANCIAL DATA

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 four-year period ended December 31, 2005 and as of the end of each of such years, (ii) the period from January 1, 2006 to May 9, 2006 and (iii) the three months ended March 31, 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 and (ii) as of and for the three months ended March 31, 2007. The consolidated financial data of the Predecessor for the three months ended March 31, 2006 was derived from our unaudited consolidated financial statements and the related notes thereto included elsewhere in this prospectus. The consolidated financial data of the Successor as of and for the three months ended March 31, 2007 were derived from our unaudited consolidated financial statements and the related notes thereto included elsewhere in this prospectus. 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 May 10, 2006 to December 31, 2006, and the consolidated balance sheet data for the Predecessor as of December 31, 2005 and the Successor as of December 31, 2006 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 selected historical consolidated financial data as of and for the year ended December 31, 2002 have been derived from the Predecessor’s historical accounting records. 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.


	Predecessor																		Successor⁽³⁾
	Year Ended December 31,												Three Months Ended March 31, 2006			Jan. 1 to May 9, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007
	2002			2003			2004			2005			Three Months Ended March 31, 2006			Jan. 1 to May 9, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007
Statement of Income Data:
Net sales	$	678,203		$	699,481		$	1,210,213		$	1,250,289		$	338,894		$	487,190		$	1,074,201		$	407,322

Costs and expenses:
Cost of materials sold (exclusive of items shown below)		550,570			580,683			909,043			1,050,018			283,855			401,612			864,271			335,536
Processing		21,819			22,403			31,206			30,288			6,532			11,985			20,664			8,137
Distribution		13,297			17,485			23,081			17,321			5,520			6,395			14,647			5,591
Selling, general and administrative		59,889			61,873			87,659			80,288			20,040			35,393			75,848			28,622
Depreciation and amortization		10,838			10,621			10,148			9,466			2,376			3,262			7,926			2,971
Gain on sale of real estate⁽¹⁾		(4,340	)		—			—			—			—			—			—			—

Total costs and expenses		652,073			693,065			1,061,137			1,187,381			318,323			458,647			983,356			380,857

Operating income		26,130			6,416			149,076			62,908			20,571			28,543			90,845			26,465

Interest expense		2,703			3,539			6,769			5,519			616			1,375			25,596			13,126
Income from equity investments		(1,920	)		(1,339	)		(1,607	)		(1,546	)		(564	)		(770	)		(942	)		(453	)

Income before minority interest and income tax expense		25,347			4,216			143,914			58,935			20,519			27,938			66,191			13,792

Minority interest		851			310			1,267			1,423			526			788			1,471			513

Income before income tax expense		24,496			3,906			142,647			57,512			19,993			27,150			64,720			13,279
Income tax expense		10,230			1,614			54,032			21,825			7,367			10,146			23,619			5,066

Net income	$	14,266		$	2,292		$	88,615		$	35,687		$	12,626		$	17,004		$	41,101		$	8,213

Earnings per common share—basic and diluted⁽²⁾					2,292			88,615			35,687			12,626			17,004			4.70			0.94
Weighted average number of shares—basic and diluted⁽²⁾					1,000			1,000			1,000			1,000			1,000			8,750,000			8,750,000
Cash dividends per share					—			2,000			—			—			2,000			0.33			8.00


	Predecessor																	Successor⁽³⁾
	Year Ended December 31,												Three Months Ended March 31, 2006		Jan. 1 to May 9, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007
	2002			2003			2004			2005			Three Months Ended March 31, 2006		Jan. 1 to May 9, 2006			May 10 to December 31, 2006			Three Months Ended March 31, 2007
Other Financial Data:
Net cash provided by (used in) operating activities	$	14,191		$	6,883		$	(46,118	)	$	153,085		(15,353	)	$	(23,073	)	$	(50,523	)	$	(15,483	)
Net cash used in investing activities		(4,256	)		(4,379	)		(3,110	)		(4,501	)	(2,135	)		(2,460	)		(316,675	)		(5,544	)
Net cash (used in) provided by financing activities		(10,294	)		(8,274	)		50,872			(149,106	)	26,136			24,836			378,576			107,713
Purchases of property, plant and equipment		(19,972	)		(5,132	)		(4,218	)		(6,327	)	(2,135	)		(2,460	)		(4,902	)		(4,631	)


	Predecessor														Successor⁽³⁾
	December 31,											March 31,			December 31,			March 31,
	2002		2003			2004			2005			2006			2006			2007
Balance Sheet Data:
Cash	$	6,858	$	1,088		$	2,732		$	2,210		$	10,858		$	12,891		$	99,577
Working capital		37,118		194,539			349,879			247,057			285,862			426,213			539,360
Total current assets		269,097		280,519			465,863			383,960			440,112			634,227			715,565
Property, plant and equipment, net		111,130		105,235			99,032			95,200			94,959			61,542			65,528
Total assets		405,789		412,658			589,320			504,096			560,393			746,444			833,963
Total debt		155,513		150,778			205,338			59,101			85,437			476,267			658,652
Stockholder’s equity:⁽²⁾
Common stock				33,865			33,865			33,865			33,865			88			88
Paid-in-capital				—			—			—			—			17,412			—
Retained earnings				130,817			217,432			253,119			265,745			38,201			(6,174	)
Accumulated other comprehensive deficit				(1,852	)		(1,088	)		(2,037	)		(2,290	)		(130	)		(130	)
Total stockholder’s equity		164,215		162,830			250,209			284,947			297,320			55,571			(6,216	)

(1)

In 2002, PNA sold substantially all fixed assets and inventory of two operating locations. The gain on sale of real estate at those locations was $4,340.

(2)

Because PNA Group, Inc. was formed in April 2003, the amounts as of and for the year ended December 31, 2002 are not comparable to such amounts for succeeding periods.

(3)

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 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.

Overview

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 non-residential construction, machinery and equipment manufacturing, oil and gas, telecommunications and 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. We operate 21 steel service centers nationally (excluding one facility that will be closed in July 2007), as well as manage five joint ventures, which 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.

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 acquisition of Metals Supply Company, Ltd., or MSC, a leading structural steel service center and distributor in the Gulf Coast region of the United States, we now operate 21 steel service centers nationally (excluding one facility that will be closed in July 2007), 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, 2006, we had combined net sales of approximately $1.56 billion and we generated pro forma combined net sales of approximately $1.63 billion. For the three months ended March 31, 2007, we had net sales of $407.3 million.

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; executive officers’ compensation and a written incentive scheme covering approximately 30% of our employees, including salaried employees and those employees paid on an hourly basis, that is wholly based on profits generated, and the cost of which therefore fluctuates with the level of our profitability; office and administrative salaries; 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 declining prices result in compression of margins. That is, that 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.

Recent Events/Industry Trends

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 demonstrated remarkable restraint in curbing manufacturing capacity. The timing of the effect that further price increases will have on the domestic market is difficult to predict, but we believe further price increases may occur.

Acquisitions

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 $261.6 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 $54.1 million. The cash consideration was used to pay approximately $33.3 million in acquisition consideration to MSC’s former stockholders and to refinance approximately $20.8 million of MSC’s then existing indebtedness.

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 us to increase our market share in a growing geographic region as well as expand our product offering.

Since the acquisition of MSC 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 greenfield sites for expansion into new markets.

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.

Critical Accounting Policies

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.

Revenue Recognition

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.

Accounts Receivable and Allowance for Doubtful Accounts

We record trade accounts receivable as product is delivered (risk of loss for our products passes at time of shipment), 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 March 31, 2007, December 31, 2006 and December 31, 2005, the allowance for doubtful accounts was $5.5 million, $5.4 million and $5.2 million, respectively. The rate of future credit losses may not be similar to past experience.

Inventory Valuation

Inventories are stated at the lower of cost or market. Our inventories are accounted for by either specific identification or average cost method accounting. 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 March 31, 2007, December 31, 2006 and December 31, 2005 were not material.

Long-lived Assets

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.

Income Taxes

We believe that all deferred tax assets will more likely than not be fully realized in the future. As such, we do not record any valuation allowances to reduce deferred tax assets. In the future, should we determine that any of our deferred tax assets face a likelihood of not being fully realized, a valuation allowance to reduce the value of the deferred asset would be recorded and adjusted as necessary. We expect to generate future taxable income to realize the benefits of our net deferred tax assets.

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 its results of operations, financial condition or liquidity.

We have determined that we had no unrecognized tax benefits as of January 1, 2007 nor has there been an increase in the amount of unrecognized tax benefits as of March 31, 2007. Any potential penalties and interest related to unrecognized tax benefits would be reported as Interest expense in the accompanying interim condensed consolidated financial statements, and no such amounts have been recognized for the three months ended March 31, 2007. The tax years ended December 31, 2003, 2004 and 2005 remain open and subject to examination in the following significant income tax jurisdictions: Federal, Alabama, Arizona, California, Connecticut, Florida, Indiana, Illinois, Ohio, South Carolina, Texas and Virginia. Income tax returns for the period January 1, 2006 to May 9, 2006 and for the year ended December 31, 2006 have not yet been filed.

Employee Pension Plans

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 5.75% to 6.00% and we elected to use a discount rate of 5.88% as of the December 31, 2006 valuation. Other key assumptions used in valuing projected benefit obligation and plan assets are set forth below:


Benefit obligation
Discount rate for determining benefit obligations	5.88	%
Rate of compensation increase	4.00	%
Expected rate of return on plan assets	8.00	%

Plan assets
Equity securities	67	%
Fixed income	33	%
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

Results of Operations

Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2007

The table below presents our results of operations for the three months ended March 31, 2006 (Predecessor) and the three months ended March 31, 2007 (Successor) (dollars in thousands).


	Predecessor Three Months Ended March 31, 2006			% of Net Sales		Successor Three Months Ended March 31, 2007			% of Net Sales
Net sales	$	338,894				$	407,322
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		283,855		83.8	%		335,536		82.4	%
Processing		6,532		1.9	%		8,137		2.0	%
Distribution		5,520		1.6	%		5,591		1.4	%
Selling, general, and administrative (S,G&A)		20,040		5.9	%		28,622		7.0	%
Amortization of intangibles		—		—			1,391		0.3	%
Depreciation		2,376		0.7	%		1,580		0.4	%

Total operating costs and expenses		318,323		93.9	%		380,857		93.5	%

Operating income		20,571		6.1	%		26,465		6.5	%
Interest expense, net		616		0.2	%		13,126		3.2	%
Income from equity investments		(564	)	-0.2	%		(453	)	-0.1	%

Income before minority interest and income tax expense		20,519		6.1	%		13,792		3.4	%
Minority interest		526		0.2	%		513		0.1	%

Income before income tax expense		19,993		5.9	%		13,279		3.3	%
Income tax expense		7,367		2.2	%		5,066		1.2	%

Net income	$	12,626		3.7	%	$	8,213		2.0	%


Tons shipped		599,355					635,102

Average realized price per ton	$	808				$	845

Net sales. Net sales including tolling income increased $68.4 million, or 20.2%, from $338.9 million for the three months ended March 31, 2006 to $407.3 million for three months ended March 31, 2007. Of the increase, $44.3 million related to the addition of sales in 2007 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% and an increase in volumes sold of 2% offset by a decrease in volumes tolled of 14%.

Cost of materials sold. Cost of materials sold increased $51.6 million, or 18.2%, from $283.9 million for the three months ended March 31, 2006 to $335.5 million for the three months ended March 31, 2007. Of the increase, $36.4 million related to additional 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 3% increase in average cost per ton of product purchased and increase in volumes sold of 2%.

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $10.3 million, or 32.1%, from $32.1 million for the three months ended March 31, 2006 to $42.4 million for the three months ended March 31, 2007. Of the increase, $3.3 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 $1.3 million paid to Platinum in 2007 that were not paid in 2006, an increase in corporate expenses of $2.0 million, an increase in employee incentives

paid at Infra-Metals of $0.6 million and provision for the management participation plan of $0.9 million. The remainder of the increase of $2.2 million was proportionately less than the increase in tons shipped over the prior period which is representative of the relatively fixed nature of certain processing, distribution and selling, general and administrative expenses.

Amortization and depreciation. Amortization of intangibles for the three months ended March 31, 2007 is related to the acquisitions of PNA and MSC, both completed in May 2006. The decrease in depreciation is related primarily to the acquisition of PNA 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 subsequent to the acquisitions. This decrease was partially offset by additional depreciation expense of $0.1 million from the acquisition of MSC.

Interest expense. Interest expense increased by $12.5 million from $0.6 million for the three months ended March 31, 2006 to $13.1 million for the three months ended March 31, 2007 due to (a) additional borrowings under PNA’s senior secured credit facilities, which increased from $85.0 million at March 31, 2006 to $179.7 million at March 31, 2007, (b) the $250.0 million unsecured Senior Notes, (c) the $170.0 million Floating Rate Notes and (d) $49.7 million in mortgage loans at Travel Main’s subsidiaries. The increase in borrowings under the various lending arrangements is principally related to the financing of the acquisitions of PNA and MSC in May 2006.

Income tax expense. Income tax expense decreased from $7.4 million for the three months ended March 31, 2006 to $5.1 million for the three months ended March 31, 2007. Income tax expense represented 36.8% and 38.2% of income before income tax expense for the three months ended March 31, 2006 and 2007, respectively.

Results by Segment—Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2007

Long Products and Plate Segment

The table below presents our results of operations for our Long Products and Plate Segment for the three months ended March 31, 2006 (Predecessor) and the three months ended March 31, 2007 (Successor) (dollars in thousands).


	Predecessor Three Months Ended March 31, 2006		% of Net Sales		Successor Three Months Ended March 31, 2007		% of Net Sales
Net sales	$	220,185			$	296,706
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		183,712	83.4	%		241,316	81.3	%
Processing, distribution and S,G&A costs		18,961	8.6	%		28,382	9.6	%
Depreciation and amortization		1,017	0.5	%		2,135	0.7	%

Total operating costs and expenses		203,690	92.5	%		271,833	91.6	%

Operating income	$	16,495	7.5	%	$	24,873	8.4	%


Tons shipped		255,004				333,593

Net sales. Net sales increased $76.5 million, or 34.7%, from $220.2 million for the three months ended March 31, 2006 to $296.7 million for the three months ended March 31, 2007. Of the increase, $44.8 million related to the addition of sales in 2007 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 3% and an increase in volumes sold of 10.1%.

Cost of materials sold. Cost of materials sold increased $57.6 million, or 31.4%, from $183.7 million for the three months ended March 31, 2006 to $241.3 million for the three months ended March 31, 2007. Of the increase, $36.9 million related to additional 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 1% increase in average cost per ton of product purchased and increase in volumes sold of 10.1%.

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $9.4 million, or 49.5%, from $19.0 million for the three months ended March 31, 2006 to $28.4 million for the three months ended March 31, 2007. Of the increase, $3.3 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 $0.9 million (allocation based on 2006 net sales, out of an aggregate fee of $1.3 million) paid to Platinum in periods subsequent to the purchase of PNA in 2006, an increase in employee incentives paid at Infra-Metals of $0.6 million and a provision for the participation plan of $0.5 million. The remainder of the increase was due to increases in processing and distribution costs resulting from increases in tons of product shipped.

Amortization and depreciation. Amortization of intangibles for the three months ended March 31, 2007 totaled $1.4 million and is related to the acquisitions of PNA and MSC, both completed in May 2006. Depreciation decreased from $1.0 million for the three months ended March 31, 2006 to $0.7 million for the three months ended March 31, 2007 related primarily to the acquisition of PNA 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 subsequent to the acquisitions. This decrease was partially offset by additional depreciation expense of $0.1 million from the acquisition of MSC.

Flat Rolled Segment

The table below presents our results of operations for the three months ended March 31, 2006 (Predecessor) and the three months ended March 31, 2007 (Successor) (dollars in thousands).


	Predecessor Three Months Ended March 31, 2006		% of Net Sales		Successor Three Months Ended March 31, 2007		%of Net Sales
Net sales	$	118,709			$	110,616
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		100,142	84.4	%		94,220	85.2	%
Processing, distribution and S,G&A costs		12,479	10.5	%		11,461	10.4	%
Depreciation and amortization		1,359	1.1	%		690	0.6	%

Total operating costs and expenses		113,980	96.0	%		106,371	96.2	%

Operating income	$	4,729	4.0	%	$	4,245	3.8	%


Tons shipped		344,351				301,509

Net sales. Net sales including tolling income decreased $8.1 million, or 6.8%, from $118.7 million for the three months ended March 31, 2006 to $110.6 million for the three months ended March 31, 2007. The decrease was primarily related to a 10.9% decline in volumes sold, a portion of which was due to the closure of the Cleveland location in July 2006, and a 13.7% decrease in tolled volumes, which were partially offset by a 4.1% increase in average realized price per ton.

Cost of materials sold. Cost of materials sold decreased $5.9 million, or 5.9%, from $100.1 million for the three months ended March 31, 2006 to $94.2 million for the three months ended March 31, 2007. The decrease

was primarily related to a 10.9% decline in volumes sold, a portion of which was due to the closure of the Cleveland location in July 2006, offset by an increase in the average cost per ton of 5.9%.

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses decreased by $1.0 million, or 8.0%, from $12.5 million for the three months ended March 31, 2006 to $11.5 million for the three months ended March 31, 2007. The decrease is primarily due to a decrease in pension related costs of $1.0 million principally related to curtailment of the Feralloy plans and the effect of closing the Cleveland location of $0.9 million offset by annual monitoring fees of $0.4 million (allocation based on 2006 net sales, out of an aggregate fee of $1.3 million) paid to Platinum.

Amortization and depreciation. Depreciation decreased primarily due to the acquisition of PNA 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 2007 compared to 2006.

Corporate and Other

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 and travel and entertaining.

Corporate expenses rose by $2.0 million, or 286%, from $0.7 million for the three months ended March 31, 2006 to $2.7 million for the three months ended March 31, 2007. This was due to an increase in audit and other professional fees of $0.7 million, additional salary costs of $1.0 million and provision for the participation plan of $0.2 million.

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 May 10, 2006 to December 31, 2006 and the results of PNA and its consolidated subsidiaries, our Predecessor company, for the period 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).


	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

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 (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.


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 shipped		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 shipped		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 shipped		1,220		1,363		—			2,583

Year Ended December 31, 2005 Compared to Year Ended December 31, 2006 Combined

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


	Predecessor Year Ended December 31, 2005			Combined Predecessor/Successor Non-GAAP Year Ended December 31, 2006
Net sales	$	1,250,289		$	1,561,391
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		1,050,018			1,265,883
Processing, distribution and S,G&A costs		127,897			164,932
Amortization of intangibles		—			4,087
Depreciation		9,466			7,101

Total operating costs and expenses		1,187,381			1,442,003

Operating income		62,908			119,388
Interest expense		5,519			26,971
Income from equity investments		(1,546	)		(1,712	)

Income before minority interest and income tax expense		58,935			94,129
Minority interest		1,423			2,259

Income before income tax expense		57,512			91,870
Income tax expense		21,825			33,765

Net income	$	35,687		$	58,105

Tons shipped		2,244			2,583

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%.

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, or 7.5%, 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 of product purchased and increase in volumes sold of 10.6%.

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses increased by $37.0 million, or 29.0%, 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 acquisition of PNA on May 9, 2006, transaction bonuses paid to management in 2006 of $3.9 million and an increase in employee incentives paid at Infra-Metals 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 acquisitions of PNA and MSC, both completed in May 2006. The decrease in depreciation is related primarily to the acquisition of PNA 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 acquisition of MSC in May 2006.

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 our 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 PNA Notes, (c) $50.0 million in mortgage loans at Travel Main and (d) the $12.0 million Preussag Seller Note owed to the former stockholder of PNA. The increase in borrowings under the various lending arrangements is principally related to the financing of the acquisition of PNA and MSC 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 acquisition of MSC, 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

Long Products and Plate Segment

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).


	Predecessor Year Ended December 31, 2005		%		Combined Predecessor/ Successor Non-GAAP Year Ended December 31, 2006		%
Net sales	$	728,680			$	1,079,414
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		592,551	81.3	%		856,701	79.3	%
Processing, distribution and S,G&A costs		76,412	10.5	%		106,622	9.9	%
Depreciation and amortization		3,910	0.5	%		7,200	0.7	%

Total operating costs and expenses		672,873	92.3	%		970,523	89.9	%

Operating income	$	55,807	7.7	%	$	108,891	10.1	%

Tons shipped		908				1,220

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%.

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, or 13.2%, 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 an 7.8% increase in average cost per ton of steel purchased and an increase in volumes sold of 21.8%.

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 acquisition of PNA on May 9, 2006, and an increase in employee incentives paid at Infra-Metals of $10.5 million. The remainder of the increase was due to increases in processing and distribution costs resulting from increases in tons of product shipped.

Amortization and depreciation. Amortization of intangibles for the year ended December 31, 2006 is related to the acquisitions of PNA and MSC, 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 acquisition of PNA 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 acquisition of MSC on May 31, 2006.

Flat Rolled Segment

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).


	Predecessor Year Ended December 31, 2005		%		Combined Predecessor/ Successor Non-GAAP Year Ended December 31, 2006		%
Net sales	$	521,609			$	481,977
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		457,467	87.6	%		409,182	84.8	%
Processing, distribution and S,G&A costs		48,866	9.4	%		49,966	10.4	%
Depreciation and amortization		5,542	1.1	%		3,727	0.8	%

Total operating costs and expenses		511,875	98.1	%		462,875	96.0	%

Operating income	$	9,734	1.9	%	$	19,102	4.0	%

Tons shipped		1,336				1,363

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 of steel purchased 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 which were offset by a decrease in pension related costs of $1.4 million principally related to curtailment of the Feralloy plans.

Corporate and Other

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.

Year Ended December 31, 2004 Compared to Year Ended December 31, 2005

The table below presents our results of operations for the years ended December 31, 2004 and 2005 (in thousands).


	Predecessor
	Year Ended December 31, 2004			Year Ended December 31, 2005
Net sales	$	1,210,213		$	1,250,289
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		909,043			1,050,018
Processing, distribution and S,G&A costs		141,946			127,897
Depreciation		10,148			9,466

Total operating costs and expenses		1,061,137			1,187,381

Operating income		149,076			62,908
Interest expense		6,769			5,519
Income from equity investments		(1,607	)		(1,546	)

Income before minority interest and income tax expense		143,914			58,935
Minority interest		1,267			1,423

Income before income tax expense		142,647			57,512
Income tax expense		54,032			21,825

Net income	$	88,615		$	35,687

Tons shipped		2,216			2,244

Net sales. Net sales including tolling income increased $40.1 million, or 3.3%, from $1,210.2 million for the year ended December 31, 2004 to $1,250.3 million for the year ended December 31, 2005. The increase in sales was due to an increase in average realized prices of 7.5% and an increase in volumes tolled of 15.8%, partially offset by a decrease in volumes sold of 4.1%.

Cost of materials sold. Cost of materials sold increased $141.0 million, or 15.5%, from $909.0 million for the year ended December 31, 2004 to $1,050.0 million for the year ended December 31, 2005. The increase in cost of materials sold was due to a 20.5% increase in the average cost per ton, off-set by a decrease in volumes sold of 4.1%. In addition, the increase in cost of materials sold of 15.5% from 2004 to 2005 was higher than the 3.3% increase in net sales over the same period. This was primarily due to a rapid increase in steel prices at the beginning of 2004 which resulted in higher margins experienced in 2004 prior to margins decreasing to more expected levels in 2005.

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses decreased by $14.0 million, or 9.9%, from $141.9 million for the year ended December 31, 2004 to $127.9 million for the year ended December 31, 2005. This decrease was primarily due to lower incentive compensation of approximately $11.8 million resulting from lower profits combined with lower bad debt expense of approximately $5.1 million, which were offset by increases in other processing, distribution, selling, general and administrative expenses of approximately $2.9 million which partially relates to an increase in tons shipped.

Interest expense. Interest expense decreased $1.3 million, or 19.1%, from $6.8 million for the year ended December 31, 2004 to $5.5 million for the year ended December 31, 2005, primarily as a result of less debt required to support decreased working capital requirements, principally from reductions in inventory levels.

Income tax expense. Income tax expense decreased from $54.0 million for the year ended December 31, 2004 to $21.8 million for the year ended December 31, 2005. Income tax expense represented 38.0% and 37.9% of income before income tax expense for the years ended December 31, 2004 and 2005, respectively.

Results by Segment—Year Ended December 31, 2004 Compared to Year Ended December 31, 2005

Long Products and Plate Segment

The table below presents our results of operations for our Long Products and Plate segment for the fiscal years ended December 31, 2004 and 2005 (in thousands).


	Predecessor Year Ended December 31, 2004		%		Predecessor Year Ended December 31, 2005		%
Net Sales	$	654,561			$	728,680
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		473,835	72.5	%		592,551	81.3	%
Processing, distribution and S,G&A costs		87,364	13.3	%		76,412	10.5	%
Depreciation and amortization		4,109	0.6	%		3,910	0.5	%

Total operating costs and expenses		565,308	86.4	%		672,873	92.3	%

Operating income	$	89,253	13.6	%	$	55,807	7.7	%

Tons shipped		863				908

Net sales. Net sales increased $74.1 million, or 11.3%, from $654.6 million for the year ended December 31, 2004 to $728.7 million for the year ended December 31, 2005. The increase was primarily related to a 5.2% increase in volumes sold and an increase in average realized price per ton of 5.8%.

Cost of materials sold. Cost of materials sold increased $118.8 million, or 25.1%, from $473.8 million for the year ended December 31, 2004 to $592.6 million for the year ended December 31, 2005. The increase was primarily related to an 18.9% increase in the average cost per ton of steel purchased combined with a 5.2% increase in volumes sold. In addition, the increase in cost of materials sold of 25.1% from 2004 to 2005 was higher than the 11.3% increase in net sales over the same period. This was primarily due to a rapid increase in steel prices during 2004 which resulted in higher margins experienced in 2004 prior to margins decreasing to more expected levels in 2005.

Processing, distribution, selling and administrative expenses. Processing, distribution, selling and administrative expenses decreased by $11.0 million, or 12.6%, from $87.4 million for the year ended December 31, 2004 to $76.4 million for the year ended December 31, 2005. The decrease was primarily related to a reduction in bonuses and incentives of $7.8 million and a reduction in bad debt costs of $5.3 million, offset by other processing, distribution, selling and administrative expense increases resulting from growth in segment net sales.

Flat Rolled Segment

The table below presents our results of operations for our Flat Rolled Segment for the years ended December 31, 2004 and 2005 (in thousands).


	Predecessor Year Ended December 31, 2004		%		Predecessor Year Ended December 31, 2005		%
Net Sales	$	555,652			$	521,609
Cost and expenses:
Cost of materials sold (exclusive of items shown below)		435,208	78.3	%		457,467	87.6	%
Processing, distribution and S,G&A costs		51,023	9.2	%		48,866	9.4	%
Depreciation and amortization		6,018	1.1	%		5,542	1.1	%

Total operating costs and expenses		492,249	88.6	%		511,875	98.1	%

Operating income	$	63,403	11.4	%	$	9,734	1.9	%

Tons shipped		1,353				1,336

Net sales. Net sales including tolling income decreased $34.0 million, or 6.1%, from $555.6 million for the year ended December 31, 2004 to $521.6 million for the year ended December 31, 2005. The decrease was primarily related to a 14.8% decrease in volumes sold offset by a 9.2% increase in the average realized price per ton and an increase in tolled volumes of 15.8%.

Cost of materials sold. Cost of materials sold increased $22.3 million, or 5.1%, from $435.2 million for the year ended December 31, 2004 to $457.5 million for the year ended December 31, 2005. The increase was primarily related to a 23.4% increase in the average cost per ton of steel purchased offset by a 14.8% decrease in volumes sold. In addition, the increase in the average cost per ton of steel of 23.4% from 2004 to 2005 was higher than the 9.1% increase in the average realized selling price per ton over the same period. This was primarily due to a rapid increase in steel prices at the beginning of 2004 which resulted in higher margins experienced in 2004 prior to margins decreasing to more expected levels in 2005.

Processing, distribution, selling, general and administrative expenses. Processing, distribution, selling, general and administrative expenses decreased by $2.1 million, or 4.2%, from $51.0 million for the year ended December 31, 2004 to $48.9 million for the year ended December 31, 2005. The decrease was primarily related to a reduction in incentives paid in 2005 of approximately $3.1 million, based on lower profits.

Corporate and Other

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 and legal services, travel and entertaining and depreciation and amortization.

Corporate expenses fell by $1.0 million or 27.8% from $3.6 million for the year ended December 31, 2004 to $2.6 million for the year ended December 31, 2005. This was due mainly to a reduction in management bonuses of $0.8 million.

Liquidity and Capital Resources

Our primary sources of liquidity are borrowings under PNA’s revolving credit facility and our cash flow from operations. As of April 30, 2007, we had approximately $102.5 million of cash on hand and approximately $180.0 million available under PNA’s revolving credit facility. Of the cash on hand as of April 30, 2007, approximately $96.8 million was distributed to Platinum on May 14, 2007 by way of dividend. 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, 2007, the periods from January 1, 2006 to May 9, 2006 and May 10, 2006 to December 31, 2006, and the year ended December 31, 2005 included elsewhere in this prospectus. See also “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto.

Operating and Investing Activities

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 margins and our working capital (which consists primarily of accounts receivable and inventory) tends to increase. Conversely, when metal prices fall, our margins and working capital tends to decrease. Our working capital (current assets less current liabilities) increased from $426.2 million at December 31, 2006 to $539.4 million at March 31, 2007 primarily due to an increase in cash of $86.7 million and a decrease in other payables of $21.3 million. The increase in cash balances resulted primarily from the dividend received from PNA Intermediate of $163.7 million offset by the dividend paid to Platinum of $70.0 million. The decrease in other payables related primarily to decreases in: accrued bonuses of $7.5 million; accrued interest of $4.1 million; and the purchase consideration payable to Preussag North America, Inc. of $8.1 million. Our

working capital (current assets less current liabilities) increased from $247.1 million at December 31, 2005 to $426.2 million at December 31, 2006 primarily due to the increase in inventory of $165.4 million and the acquisition of working capital at MSC of $34.3 million.

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 as we did at the end of 2004. 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 and we are in the planning phase of additional projects. During the year ended 2006, we built a new blast paint facility in Morgan City, Louisiana that has given us access to the Gulf Coast shipbuilding industry. We have added a recoiler at the Portland, Oregon facility of one of our joint ventures which will enable us to participate in the 1,300 mile “Rockies Express” natural gas pipeline project. In addition, we are in the planning phase of four additional expansion projects that are expected to increase our capacity beginning in 2008. We are confident that we will be able to finance such expansion projects in the future from operating cash flows, and if necessary, we expect to have borrowing capacity under PNA’s revolving credit agreement or to obtain other financing as needed to implement future planned projects.

As of April 30, 2007, (i) the aggregate principal amount outstanding under PNA’s revolving credit facility is $179.6 million, (ii) the aggregate principal amount outstanding under the Preussag Seller Note (as defined herein) is $12 million, (iii) the aggregate principal amount of Floating Rate Notes outstanding is $170 million and (iv) the aggregate principal amount of PNA Notes outstanding is $250 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 $35 million, or availability is less than $30 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 the Company’s 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, 2006, net cash used in operating activities was $15.4 million. Net income for the three months ended March 31, 2006 was $12.6 million. Therefore, the difference between net income and net cash used in operations for the three months ended March 31, 2006 was $28.0 million, which primarily related to cash used for an increase in accounts receivable of $19.7 million due to an increase in net sales over the same period in the prior year and an increase in inventory of $33.5 million caused by a buildup to more normal levels from an exceptionally low level in December 2005. The increases in working capital assets were partially offset by an increase in payables of $17.3 million due to an 18% increase in cost of sales in the first quarter of 2006 compared to the fourth quarter of 2005.

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 accounts payables and accrued expenses of $27.7 million primarily related to the payment of the purchase consideration to Preussag North America, Inc. and interest and bonuses paid partially offset by a decrease in inventory of $15.6 million as management commenced an inventory reduction program.

During the periods from January 1, 2006 to May 9, 2006 and from May 10, 2006 to December 31, 2006, net cash used by operating activities was $23.1 million and $50.5 million, respectively, which, combined, total $73.6 million net cash used by 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 by operations for the year ended December 31, 2006 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 by 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 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 acquisition of MSC and $261.6 million to the acquisition of PNA, $4.6 million was received from the sale of our Cleveland facility in July 2006 and $4.9 million of capital expenditures was incurred for the period from May 10, 2006 to December 31, 2006. Net cash used in investing activities was $4.5 million and $3.1 million for the years ended December 31, 2005 and 2004, respectively, mainly for purchases of property, plant and equipment.

Net cash used in investing activities was $2.1 million and $5.5 million for the three months ended March 31, 2006 and 2007, respectively, primarily related to purchases of property, plant and equipment.

Financing Activities

Net cash provided by financing activities was $26.1 million for the three months ended March 31, 2006 primarily related to net proceeds of PNA’s senior secured credit facilities of $26.3 million. Net cash provided by financing activities was $107.7 million for the three months ended March 31, 2007 primarily related to net proceeds of the Floating Rate Notes of $167.0 million and net proceeds of $15.4 million under PNA’s senior secured credit facilities offset largely by dividends to our stockholder of $70.0 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, the mortgages on our real estate properties and the issuance of $17.5 million common stock to Platinum in connection with 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. Net cash received from financing activities was $50.9 million for the year ended December 31, 2004 primarily related to net proceeds of our revolving credit facility of $79.9 million under our Senior Secured Credit Facilities partially offset by repayment of a $20.0 million subordinated loan that had been extended to us by the parent of Preussag North America, Inc.

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 by 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 PNA Intermediate offering were used to pay a cash dividend of approximately $162.5 million to PNAG Holding on February 12, 2007, and PNAG Holding, in turn, paid a dividend of $70.0 million to its parent, Platinum, on such date. The remaining $92.5 million in net proceeds were paid by PNAG Holding to Platinum as a dividend on May 14, 2007. PNA Intermediate incurred $4.5 million in closing fees and expenses in connection with the PNA Intermediate Offering, which will be capitalized and amortized to interest expense over the life 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 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. 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 $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 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. In compliance with its obligations under the registration rights agreement, PNA filed an initial registration statement with the SEC on May 14, 2007. PNA intends to meet the effectiveness deadline, and hence, PNA will likely be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.

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. PNA’s senior secured credit facilities provide for senior secured financing of up to approximately $460 million, of which $85.0 million was a term loan facility that was permanently repaid with the proceeds of the PNA Offering. As of December 31, 2006, $164.3 million was outstanding under the revolving credit facility. Approximately $290.7 million of the proceeds from the senior secured credit facilities were used to pay acquisition consideration and to refinance existing indebtedness in connection with the Platinum Acquisition. Approximately $38.0 million of the proceeds from the senior secured credit facility were used to pay acquisition consideration in connection with the MSC Acquisition. Proceeds of the PNA Offering were used to repay in full the term loans and $143.8 million of the revolving loan facility under PNA’s senior secured credit facilities.

Indebtedness under PNA’s senior secured credit facilities is guaranteed by PNAG Holding 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.

The interest rate per annum applicable to revolver loans made or outstanding 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 as LIBOR loans is equal to the relevant adjusted LIBOR rate for the applicable interest period selected by us, in each case plus an applicable margin percentage.

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 PNA comply with a consolidated fixed charge coverage test. In addition, PNA’s senior secured credit facilities include certain customary negative covenants and contain certain customary representations and warranties, affirmative covenants and events of default.

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

Under the terms of PNA’s revolving credit facility, PNA may borrow up to 65% of eligible inventory plus 85% of eligible trade receivables. We currently have $180 million of availability under the revolving credit facility plus an additional $40 million of suppressed availability (i.e. additional borrowing capacity based on eligible inventory and accounts receivable that is presently limited by the $375 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.

Related Parties

PNAG Holding 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. Interest on the Preussag Seller Note accrues at a rate of 8% per annum. Interest costs on the Preussag Seller Note were $0.6 million for the period May 10, 2006 to December 31, 2006 of which $0.2 million was owed at December 31, 2006 and recorded in other payables in the Consolidated Balance Sheet. In addition, in connection with the Platinum Acquisition, $8.0 million was paid to Preussag North America, Inc. in 2007 relating to settlement of certain preacquisition tax liabilities in accordance with the Merger Agreement. 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 us, one for $45 million and the other for $54.2 million, 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 Consolidated Statement of Income for the period totaled $2.6 million.

Dividends paid by PNAG Holding to Platinum included $2.9 million paid during the period May 10, 2006 to December 31, 2006, $70 million paid on February 12, 2007 out of the proceeds of the PNA Intermediate Offering and approximately $96.8 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 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.

PNA pays Platinum Advisors an annual monitoring fee pursuant to a corporate advisory 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.”

Retirement Benefits and Compensation

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 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. 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 its Non-Union Pension Plan and $0.7 million during the three months ended March 31, 2007 related to freezing benefits of its 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 $5.3 million at December 31, 2006 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.

Commitments, Contingencies and Contractual Obligations

We are 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 our consolidated financial position or on our 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 $259 million for inventory at December 31, 2006. 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, 2006, PNAG Holding’s future contractual obligations include the following (in millions):


	Total		Less than 1 year		2-3 years		4-5 years		More than 5 years
Long-term debt obligations	$	476.3	$	1.8	$	3.8	$	175.4	$	295.3
Interest expense		336.9		41.5		82.6		75.1		137.7
Long-term lease obligations		19.4		4.6		6.5		3.1		5.2
Purchase obligations		259.0		259.0		—		—		—

Total	$	1,091.6	$	306.9	$	92.9	$	253.6	$	438.2

As of December 31, 2006, after giving pro forma effect to the PNA Intermediate Offering, our obligations would have included the following (in millions):


	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Long-term debt obligations	$	646.3	$	1.8	$	3.8	$	175.4	$	465.3
Interest expense		462.9		62.5		124.6		117.1		158.7
Long-term lease obligations		19.4		4.6		6.5		3.1		5.2
Purchase obligations		259.0		259.0		—		—		—

Total	$	1,387.6	$	327.9	$	134.9	$	295.6	$	629.2

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

In June 2006, Emerging Issues Task Force Issue No. 06-3, How Sales Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net Presentation), or EITF 06-3, was issued. EITF 06-3 requires disclosure of the presentation of taxes on either a gross (included in net sales and costs) or a net (excluded from revenue) basis as an accounting policy decision. The provisions of this standard are effective for interim and annual reporting periods beginning after December 15, 2006. The adoption of EITF 06-3 did not materially impact our consolidated financial position, results of operations or cash flows.

In September 2006, the Financial Accounting Standards Board, or 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 adoption of SFAS 157 is not expected to materially impact our consolidated financial position, results of operations or cash flows.

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. We are in the process of evaluating what, if any, effect adoption of SFAS 159 may have on our financial statements when SFAS 159 is adopted effective January 1, 2008.

Seasonality

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

Inflation Risk

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.

Quantitative and Qualitative Disclosures About Market Risk

During the past several years, the base price of carbon steel has fluctuated significantly. Declining prices could reduce our operating income levels which are lower than 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. While we have been successful in the past in passing on producers’ price increases and surcharges to our customers, there is no guarantee that we will be able to pass on price increases to our customers during 2007 and beyond. The possibility also exists that steel prices may decrease at some point during 2007 which could result in lower sales, gross margin and income.

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.

Internal Control Over Financial Reporting

In conjunction with the review of the consolidated financial statements for the period ended September 30, 2006, our independent registered public accounting firm issued a letter, dated January 29, 2007, to our Board of Directors identifying material weaknesses in the design and operation of internal control over financial reporting. This letter elaborates on a communication initially reported to us by our independent registered public accounting firm on July 19, 2006, in which we were informed that during their review of our consolidated financial statements as of and for the period ended March 31, 2006, material weaknesses had been identified. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The detail and nature of these material weaknesses are as follows:

The following was reported July 19, 2006:

•

The following were reported January 29, 2007:

•

Financial control environment: We did not maintain fully documented and effectively communicated accounting policies and procedures throughout the organization. We have determined that, as of the date hereof, we have remediated this material weakness; and

•

The following actions, among others, have been taken as remediation measures to address such material weaknesses:

•

A corporate controller has been hired by us, and we have contracted with outside consulting resources in the form of SEC and tax advisory services. In April 2007, we hired William S. Johnson, Senior Vice President of Finance of PNA, a former chief financial officer of an SEC reporting company in the metals service center industry. We have also engaged a national financial services consulting company specializing in internal auditing and Sarbanes-Oxley Section 404 compliance services; and

•

We have implemented additional procedures to more effectively handle the period-end close process, and procedures have been initiated for quarter-end certifications and financial disclosure checklists that will be reviewed by a newly formed Disclosure Committee commencing with our June 2007 quarter.

Efforts to remediate those material weaknesses related to control deficiencies in our period-end close and financial reporting processes are in-process and ongoing. A period of time will be required to completely implement these steps, document and test their operational effectiveness and provide evidence of their effectiveness. We believe that we are making significant progress with respect to maintaining effective controls over the above-mentioned period-end financial close and reporting processes.

We plan to work closely with our consultants and financial management to provide the resources required to expeditiously remediate these material weaknesses and monitor ongoing compliance with significant controls as identified; however, we may encounter unexpected difficulties or delays in completing this process. Accordingly, material weaknesses may still exist when we report on the effectiveness of our (i) disclosure controls and procedures as will be required with each periodic report we file under the Securities Exchange Act of 1934, as amended, and (ii) internal control over financial reporting for purposes of our reporting requirements under Section 404 of the Sarbanes-Oxley Act of 2002 after this offering.

BUSINESS

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 non-residential construction, machinery and equipment manufacturing, oil and gas, telecommunications and 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 2006, we served more than 9,200 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, 2006, we had combined net sales of approximately $1.56 billion and combined net income of approximately $58 million, and we generated combined pro forma net sales of approximately $1.63 billion and pro forma EBITDA of approximately $147 million. For a description of our EBITDA and a reconciliation to our net income, see Note 2 to “Summary Historical Consolidated and Pro Forma Combined Financial Data.”

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 acquisition of Metals Supply Company, Ltd., or MSC, a leading structural steel service center and distributor in the Gulf Coast region of the United States, we now operate 21 steel service centers nationally (excluding one facility that will be closed in July 2007, 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:

tolling, where we process 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 original equipment manufacturers in the machinery and equipment, tank, railcar, agricultural and construction industries. See Note 14 to our consolidated financial statements for financial information related to our reportable segments.

Industry Overview

Purchasing magazine estimated in its May 4, 2006 issue that the combined U.S. and Canadian metal service center industry’s annual revenue was $115 billion in 2005. Based on our industry research, metal service centers represent the largest customer group of the U.S. domestic steel industry, accounting for approximately 47% of U.S. steel shipments in 2005. The metal 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 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, we have found 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

Leading Market Share Positions

Demonstrated Ability to Grow Our Business

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 and competitive in pursuing potential acquisitions.

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 non-residential 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 2006, we shipped products to over 9,200 customers with an average invoice size of $4,200. We believe that we are an important link in our customers’ working capital chain. 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.

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

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 2006 average sales per facility of $72 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. 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 19% of our Long Products and 98% of our Flat Rolled Products in 2006.

Strong Vendor and Joint Venture Partner Relationships

Experienced Management Team

Members of our senior management team at the end of fiscal 2006 have an average of 25 years of experience in the steel industry and an average of 17 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 recent 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, Chaparral Steel, 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 new 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 participate in the 1,300 mile “Rockies Express” natural gas pipeline project, through our installation of a new recoiler at the Portland, Oregon facility of one of our joint ventures. We are continually seeking out other opportunities for growth along geographic and product lines.

Strategic Growth through Acquisitions

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 acquisition of MSC increased the breadth of structural beams in our product offering, which has allowed us to occupy and better serve a greater portion of the non-residential construction market 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

Continue to Optimize Operations

Corporate Structure

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

LOGO

Customers

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 non-residential construction, machinery and equipment manufacturing, oil and gas, telecommunications and utilities markets. Our top ten customers account for approximately 11% of our total sales, with no single customer accounting for more than 2% of our annual net sales in fiscal 2006.

Raw Materials and Suppliers

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 2006 fiscal year, our top ten suppliers accounted for approximately 71.4% of our purchases, with our leading supplier, Nucor, accounting for approximately 34.0% of purchases and our second leading supplier, Chaparral Steel, accounting for approximately 9.0% of purchases. During fiscal 2006, approximately 15.6% of our annual supply volume was imported from foreign sources.

Facilities

Excluding joint ventures and the facility that will be closed in July 2007, we operate 21 facilities located throughout the United States and Mexico. 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 within close proximity both to producers and to customers. The 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 maintain leading market positions 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 and the facility that will be closed in July 2007):


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	157,850	3 band saws 1 rotary T-splitter 1 oxy-fuel flame cutting system 1 beam cambering machine

Baltimore, MD Acquired in 1992, built in 1908	150,000	6 band saws 1 plasma flame cutting system 1 beam cambering machine 1 55-ton ironworker

Petersburg, VA Opened in 2003	149,000	2 band saws 1 cold saw 1 T-splitter/rotary shear 1 angle bending roll 1 beam cambering machine

Tampa, FL Opened in 2000	116,390	2 band saws 1 plasma flame cutting system 1 oxy-fuel flame cutting system 1 90-ton ironworker


Location	Square Footage	Equipment

Hallandale, FL Acquired in 1992, built in 1965	35,810	2 band saws 1 plasma flame cutting system 1 oxy-fuel flame cutting system 1 110-ton ironworker

Corpus Christi, TX Opened in 1971	28,092	1 oxy-fuel and plasma flame cutting system 1 band saw

Fort Worth, TX Opened in 1971	161,215	1 60’ hydraulic press brake 2 universal flame cutting systems 1 plasma flame cutting system 1 band saw 1 drill/milling unit

Houston, TX Opened in 1963, subsequent major expansion in 1998	258,353	1 60’ hydraulic press brake 2 band saws 1 plasma flame cutting system 3 oxy-fuel and plasma flame cutting systems 1 beam cambering machine 1 beam coping machine 1 drill/milling unit

San Antonio, TX Opened in 1975	106,512	2 band saws 1 oxy-fuel and plasma flame cutting system 1 flame cutting system 1 beam cambering machine

Tulsa, OK Opened in 1996	100,005	2 band saws 1 beam cambering machine 1 95-ton ironworker 1 T-splitter 1 plasma flame cutting system 1 oxy-fuel and plasma flame cutting system

Phoenix, AZ Acquired in 1997, built in 1940	192,911	2 band saws 1 plasma flame cutting system 1 oxy-fuel flame cutting system 1 oxy-fuel and plasma flame cutting system 1 72” decoil line

Tucson, AZ Acquired in 1997	23,212	2 band saws 1 hydraulic shear 1 oxy-fuel flame cutting system 1 55-ton ironworker

Morgan City, LA Opened in 2006	60,000	1 wheelabrator blast paint system 1 40’ hydraulic press brake 1 oxy and plasma fuel flame cutting system

Portage, IN Opened in 1998	184,455	5/8” x 74” wide slitting line 3/4” x 96” wide temper mill/cut-to-coil and cut- to-length line 3/4” x 96” cut-to-length/leveling line 1/4” x 30” cut-to-length/leveling line

Decatur, AL Opened in 1999	172,830	1/2” x 72” wide cut-to-length line 1/4” x 72” wide slitting line 1/8” x 52” wide slitting line


Location	Square Footage	Equipment

Stockton, CA Opened in 1998	154,320	1/4” x 60” wide slitting line 3/16” x 60” wide slitting line 1/2” x 72” wide cut-to-length/leveling line 1/8” x 60” wide cut-to-length/leveling line

Granite City, IL Opened in 1978	141,216	1/4” x 60” wide slitting line 3/8” x 72” wide slitting line 1/8” x 72” wide slitting line

Huger, SC Acquired in 1999, built in 1996	143,786	1/4” x 72” wide slitting line 1/2” x 72” wide cut-to-length line

Houston, TX Acquired in 2005, built in 1935	270,000	2 band saws

Clute, TX Acquired in 1993, built in 1964	39,500	1 band saw 1 oxy-fuel flame cutting system

Employees

As of March 31, 2007, including our joint ventures, we had 1,529 full-time employees, including 527 salaried employees and 1,002 employees paid on an hourly basis. The average hourly base wage for non-salaried employees as of March 31, 2007 was approximately $14.22. 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, 2007, 52 hourly Smith Pipe employees, 136 Feralloy employees and all 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.

Sales and Marketing

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 Credit 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 2006. A nominal percentage of our sales are to the automotive industry and we do not sell directly to the “Big Three” automobile manufacturers.

Competition

We are engaged in a highly fragmented and competitive industry with over 500 metal service centers operating in North America, based on internal Company estimates. Competition is based on price, product

quality, service, timeliness of delivery and geographic proximity. We compete with a large number of other metals processors/service centers on a national, regional and local basis, some of which may have greater financial resources. 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.

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

Government Regulation and Environmental Matters

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 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.

Legal Proceedings

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.

MANAGEMENT

Executive Officers and Directors

Below is a list of the names and ages of our directors and executive officers as of June 1, 2007, and a brief account of the business experiences of each of them.


Name	Age	Position
Maurice S. Nelson, Jr.	69	Chief Executive Officer and President
Christopher J. Moreton	61	Chief Financial Officer
Michael L. Smit	41	General Counsel, PNA
William S. Johnson	50	Senior Vice President, Finance
Mark Haight	48	President, Infra-Metals Co., Northern Region
John E. Lusdyk	53	President, Infra-Metals Co., Southern Region
Robert A. Embry	63	President, Delta Steel, L.P.
Frank M. Walker	61	President, Feralloy Corporation
Andrew L. Diamond	58	President, Metals Supply Company, Ltd.
Tom Gores	42	Chairman of the Board of Directors
Eva M. Kalawski	52	Director
Robert J. Wentworth	52	Director
Jacob Kotzubei	38	Director

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.

Christopher J. Moreton has been in the position of Chief Financial Officer of PNA since February 1999. Previously, Mr. Moreton spent 10 years as the President of a chemical distribution company affiliated with AMC. Before joining AMC, he was a partner with Peat Marwick in Accra, Ghana. Mr. Moreton is a member of the Institute of Chartered Accountants in England and Wales. Prior to the commencement of Maurice S. Nelson, Jr.’s employment as Chief Executive Officer and President of PNA, Mr. Moreton was serving as PNA’s Chief Executive Officer, having been elected after the resignation of PNA’s former Chief Executive Officer, V. Herman Sher, in connection with the consummation of the Platinum Acquisition. Mr. Sher was a non-resident executive that was elected by PNA’s former stockholder to manage PNA on an interim basis after PNA’s former stockholder publicly announced its intention to sell PNA and communicated that Mr. Sher would not be transferring with the business.

Michael L. Smit joined the TUI Group in September 1993 and was appointed General Counsel and Secretary of PNA in July 1997. Prior to joining the TUI 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.

William S. Johnson commenced his term of term of employment as Senior Vice President, Finance on April 9, 2007. Previously, 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.

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 President of the Northern Region of Infra-Metals in 2004.

John E. Lusdyk has been 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.

Frank M. Walker joined Feralloy in 1993 and has served as President of Feralloy Corporation since January 1994. Mr. Walker spent the previous 26 years in various positions with U.S. Steel, including General Manager positions in sales, marketing, product management, and operations. Mr. Walker was appointed a Director of Oregon Steel Mills in 2002. He has a Bachelor’s Degree in Accounting from Missouri State University and is also a graduate of Stanford University.

Andrew L. Diamond joined MSC in 1993, 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 Principal 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.

Board of Directors, Committees and Executive Officers

Composition of Board of Directors

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.

Term and Class of Directors

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 2008 for the Class I directors, 2009 for the Class II directors and 2010 for the Class III directors.

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Our Class I directors will be and our independent director to be appointed at or prior to the consummation of the offering;

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Our Class II director will be ; and

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Our Class III directors will be and .

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.

Term of Executive Officers

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.

Director Compensation

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.

Board 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 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.

Our Board of Directors may from time to time establish other committees.

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 2006, 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.

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Program Objectives

Prior to this offering, we have generally focused compensation decisions with respect to our named executive officers with the goal of achieving Company performance at levels necessary to provide meaningful returns to Platinum, our sole stockholder prior to this offering. To that end, in addition to our need to attract, motivate and retain talented executives, our compensation programs were specifically designed to incentivize our named executive officers to achieve performance goals that we believe are necessary to make us an attractive candidate for a public offering of our shares. Specifically, for fiscal 2006, our compensation programs were designed to reward named executive officers based on achievement of predetermined goals relating to our operating performance and our working capital. 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.

Determination of Compensation

For 2006, we did not have a compensation committee, although upon the closing of this offering we will have established a compensation committee of the Board, which will thereafter be responsible for all compensation decisions and determinations relating to our named executive officers. In 2006, compensation

decisions 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. Although we do not use any formal benchmarking or peer group comparison, we rely on our experience and that of members of Platinum serving on our Board and their knowledge of the marketplace with respect to setting compensation amounts.

In connection with the Platinum Acquisition, we established incentive bonus targets for Mr. Moreton for the 2006 fiscal year, selecting operating performance and working capital as the relevant performance criteria for determining the actual amounts of incentive bonus paid, which criteria are discussed below. With respect to Messrs. Lusdyk, Haight, and Prebola, such executives’ incentive bonuses are determined based upon formulas set forth in their individual employment agreements, and discussed below.

At the conclusion of the 2006 fiscal year, the actual performance of the Company was reviewed and discussed, and the relevant performance criteria was assessed in light of actual results for the fiscal year. Based on the foregoing considerations, the amount of each named executive officer’s incentive bonus for the 2006 fiscal year was determined.

For 2006, relevant performance targets for named executive officers were as follows:

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For Mr. Moreton, 75% of his annual incentive bonus was based on achievement of Company earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $93,659,000 and 25% based on achievement of net working capital of $289,058,000—100% achievement of these targets would have entitled Mr. Moreton to his target bonus amount, set forth below. To the extent that achievement of the EBITDA target was below 80% or the achievement of the net working capital target was above 140%, Mr. Moreton would not have been entitled to such portion of his annual incentive bonus. There was no cap placed on Mr. Moreton’s annual bonus amount for the 2006 fiscal year.

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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% with respect to the Hallandale and Tampa divisions and 8.5% with respect to the Mid-Atlantic and Virginia divisions.

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For Messrs. Haight and Prebola, their annual incentive bonuses are calculated by combining earnings before taxes and allocated corporate expenses for Infra-Metals Co.’s Northern Region and multiplying such amount by 5%.

Components of Compensation for 2006

For 2006, the compensation provided to our named executive officers consisted of base salary, annual cash incentive bonus, deferred compensation, and other perquisites and benefits.

Base Salary

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. Base salary was set in connection with the Platinum Acquisition, and with respect to Mr. Moreton, in a manner consistent with the terms of his employment agreement, discussed below.

Annual Incentive Bonuses

Annual incentive bonuses are intended to provide an incentive for our named executive officers to individually pursue business strategies which will maximize stockholder value. We believe that tying a material part of a named executive officer’s compensation to Company performance, and in particular Company

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. As discussed above, the annual incentive bonus payable to Mr. Moreton is based upon achievement of applicable operating performance and/or working capital targets, and the annual incentive bonuses paid to Messrs. Lusdyk, Haight, and Prebola are calculated as a function of corporate earnings.

Deferred Compensation

We provide our named 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. 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 provides an additional incentive to executives by rewarding successful Company performance.

Perquisites and Other Benefits

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.

Severance Benefits

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.

Post-2006 Compensation Decisions

Chief Executive Officer Employment Agreement

In connection with the appointment of our new Chief Executive Officer and President in February 2007, we entered into an employment agreement with Maurice Nelson, which we refer to as the CEO Agreement. Pursuant to the CEO 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, discussed below; and (iv) benefits and perquisites similar to those provided to other executives of the Company. Mr. Nelson is also eligible to receive a “financial controls” bonus equal to $500,000 if he successfully implements staffing changes determined to be material to the Company’s success as well as a “transition” bonus of $500,000 if he successfully recruits, trains and promotes his successor to the position of Chief Executive Officer. The CEO Agreement also provides Mr. Nelson with severance benefits payable upon certain terminations of employment. As with the determination of compensation for our named executive officers, Mr. Nelson’s compensation package, as set forth in the CEO Agreement, was determined by the members of Platinum. We believe that Mr. Nelson’s compensation package, in particular his base salary and annual bonus opportunity, was necessary to attract Mr. Nelson to this position and is effective at providing meaningful performance-based compensation in order to create an incentive to continue to maximize stockholder return. In addition, his eligibility to participate in the Participation Plan will further encourage his contribution

toward the growth of the business. Finally, we believe that the “financial controls” and “transition” bonuses will incentivize Mr. Nelson during his tenure as Chief Executive Officer to eliminate any material weaknesses in the business as well as ensure that the business will be managed effectively going forward. As with the establishment of compensation packages for our other named executive officers, each element of compensation in Mr. Nelson’s compensation package was set at a level believed to be necessary to achieve these objectives, taking into account competitive market practice.

Participation Plan

Effective May 17, 2007, we adopted a Participation Plan for the benefit of our key employees in order to create an incentive for such employees to facilitate the consummation of certain liquidity events (described in more detail below), as well as incentivize these employees to contribute to the growth of the business generally and reward them for such contributions. The Participation Plan is administered by the Participation Plan Committee, the members of which are appointed by the Board of Directors of the Company. 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 Participation Plan Committee has the exclusive power to select the key employees to be granted performance units, to determine the number of performance units to be granted to each key employee selected and to determine the time or times when performance units will be granted.

The value of performance units becomes payable to participants upon the occurrence of a “qualifying event.” There are three categories of transactions, any of which may constitute a “qualifying event”:

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 the Company by Platinum or its affiliates; provided that in no event shall a qualifying sale event (or a Qualifying Event) occur upon sale to an affiliate of the Company;

A “qualifying public stock sale event,” defined as the consummation of an initial public offering of stock of the Company under an effective Form S-1 (or its successor) registration statement under the Securities Act of 1933 accomplished as a sale of shares of the Company owned by Platinum Equity or its affiliates or subsequent sales of shares of the Company owned by Platinum or its affiliates to the public; or

A “qualifying distribution event,” defined as a cash dividend by the Company to shareholders affiliated with Platinum, but shall exclude any dividend arising out of or relating to any real estate owned by the Company or its subsidiaries as of the effective date of the Participation Plan.

Upon the occurrence of a particular qualifying event, a participant will be entitled to receive (i) the “qualified event value” (for each performance unit) which is applicable to such qualifying event, less (ii) the grant value of each performance unit, times (iii) the number of performance units held by the participant. The “qualified event value” will be an amount equal to the greater of (i) such amount as shall be determined, as of the applicable date, by the Participation Plan Committee in its sole discretion or (ii) for each type of “qualifying event,” an amount determined pursuant to one of the following methods:

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In the event of a qualifying sale event, the quotient of (A) the net purchase price divided by (B) the “total units outstanding”;

•

In the event of a qualifying public stock sale event, the quotient of (A) the product of (x) the initial offering price of a share of common stock in the offering company multiplied by (y) the total number of shares of common stock of the offering company to be sold by Platinum or its affiliates as of the qualifying public stock sale event; all divided by (B) the total units outstanding; or

•

In the event of a qualifying distribution event, the quotient of (A) the amount of such dividend or distribution, divided by (B) the “total units outstanding.”

For the purpose of the above calculations, the term “total units outstanding” shall be a number equal to ten times the total number of performance units that have been awarded as of the date of the relevant qualifying event.

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.

In 2007, we granted awards under the Participation Plan having an aggregate value of $12,753,000. Twenty-five percent, or $3,188,000, of these awards vested immediately, and the remainder will vest over approximately the next three years. The awards were granted in connection with the PNA Intermediate Offering and the resulting dividend to Platinum of the proceeds therefrom, which qualified under the Participation Plan as a “qualifying distribution event.”

SUMMARY COMPENSATION TABLE

The following table shows information regarding the compensation earned during the fiscal year ended December 31, 2006 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, 2006, and whose total compensation exceeded $100,000 during that fiscal year.


Name and Principal Position	Year	Salary ($) (1)		Bonus ($)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
Christopher J. Moreton (interim) Chief Executive Officer and Chief Financial Officer (2)	2006	$	183,333	—	$	633,124	$	39,747	(3)	$	856,204
John Lusdyk President, Infra-Metals Co. (Southern Region)	2006	$	127,727	—	$	1,186,724	$	20,495	(4)	$	1,334,346
Mark Haight President, Infra-Metals Co. (Northern Region)	2006	$	107,236	—	$	1,086,813	$	17,049	(5)	$	1,211,098
Don Prebola Senior Vice President of Operations, Infra-Metals Co. (Northern Region)	2006	$	107,236	—	$	1,086,813	$	15,386	(6)	$	1,209,435

(1)

Salary amounts show amount payable to the named executive officer from and after the Platinum Acquisition or MSC Acquisition, as applicable, at which times the relevant individuals became our employees.

(2)

Our former Chief Executive Officer, V. Herman Sher, resigned in May 2006 in connection with the Platinum Acquisition, after which Mr. Moreton assumed the role of interim Chief Executive Officer. Mr. Sher received no compensation from PNA during the year ended December 31, 2006. Mr. Moreton relinquished his position as interim Chief Executive Officer on February 1, 2007.

(3)

Includes Company contributions to our deferred compensation plan and earnings on those contributions, fees paid for services as a director of certain of our subsidiaries, 401(k) plan contributions, automobile expense reimbursement and premiums paid for long-term disability and life insurance, none of which individually exceed $25,000.

(4)

Includes fees paid for services as a director of certain of our subsidiaries, club membership fees, 401(k) plan contributions, automobile expense reimbursement and premiums paid for long-term disability and life insurance, none of which individually exceed $25,000.

(5)

Includes fees paid for services as a director of certain of our subsidiaries, club membership fees, 401(k) plan contributions, automobile expense reimbursement and premiums paid for long-term disability insurance, none of which individually exceed $25,000.

(6)

Includes club membership fees, 401(k) plan contributions, automobile expense reimbursement and premiums paid for long-term disability insurance, none of which individually exceed $25,000.

GRANTS OF PLAN-BASED AWARDS TABLE


	Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name	Threshold ($)		Target ($)		Maximum ($)
Christopher J. Moreton	$	36,425	$	470,000	—
John Lusdyk (1)		—		—	—
Mark Haight (2)		—		—	—
Don Prebola (3)		—		—	—

(1)

Mr. Lusdyk’s annual incentive bonus is calculated according to a formula and varies as a function of the earnings before taxes and allocated corporate expenses for the Southern Region of Infra-Metals Co. As such, there are no applicable threshold, target, or maximum amounts for Mr. Lusdyk’s incentive award.

(2)

Mr. Haight’s annual incentive bonus is calculated according to a formula and varies as a function of the earnings before taxes and allocated corporate expenses for the Northern Region of Infra-Metals Co. As such, there are no applicable threshold, target, or maximum amounts for Mr. Haight’s incentive award.

(3)

Mr. Prebola’s annual incentive bonus is calculated according to a formula and varies as a function of the earnings before taxes and allocated corporate expenses for the Northern Region of Infra-Metals Co. As such, there are no applicable threshold, target, or maximum amounts for Mr. Prebola’s incentive award.

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

Employment Agreement with Mr. Moreton

We are a party to an employment agreement with Mr. Moreton, the current term of which will expire on June 30, 2009, subject to automatic one year renewals on such date, and on each anniversary thereafter, unless either party give notice of its intention not to renew the agreement. Mr. Moreton’s agreement sets forth a minimum base salary of $275,000 per annum, subject to increase as may be approved from time to time, bonus participation and certain perquisites and benefits that Mr. Moreton will be 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 requires us to contribute an amount equal to 10% of Mr. Moreton’s base salary to our deferred compensation plan on his behalf. Provisions relating to payments upon termination of Mr. Moreton’s employment are discussed in the narrative following the Potential Payments on Termination or Change in Control Table.

Employment Letters with Messrs. Lusdyk, Haight, and Prebola

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 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 on 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. Each of their incentive bonuses is calculated by multiplying the sum of the applicable region’s earning before taxes and allocated corporate expenses by a certain percentage—5% or 8.5% for Mr. Lusdyk, and 5% Messrs. Haight and Prebola.

Annual Incentive Bonus Determination

As discussed in the CD&A above, in connection with the Platinum Acquisition, we established incentive bonus targets for Mr. Moreton, with the actual amount payable based on the achievement of operating performance and working capital targets. In connection with its year end review of Company performance, we compared actual results with the applicable targets, and determined actual incentive bonus amounts to be paid to each named executive officer with respect to 2006 performance. With respect to Messrs. Lusdyk, Haight, and Prebola, their incentive bonuses were calculated according to formulas set forth in their individual employment agreements.

NON-QUALIFIED DEFERRED COMPENSATION TABLE


Name	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)			Aggregate Earnings in Last FY ($)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)
Christopher J. Moreton	—	$	16,038	(1)	$	76	(1)	$	0	$	16,114	(1)
John Lusdyk	—		—			—			—		—
Mark Haight	—		—			—			—		—
Don Prebola	—		—			—			—		—

(1)

Note that these amounts are reported in the Summary Compensation Table, and that Mr. Moreton is fully vested in such amounts.

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.

In 2006, Mr. Moreton was the only named executive officer eligible to participate in our deferred compensation plan. Pursuant to his employment agreement, we are required to contribute to this plan an amount equal to 10% of Mr. Moreton’s base salary on his behalf. Such amount was unvested at the time of contribution, and vests in accordance with the vesting schedule described above. Mr. Moreton’s earnings in the last fiscal year were calculated pursuant to a market interest rate for 2006.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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, (iii) a termination as a result of an executive’s death or disability, or (iv) 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, 2006, and therefore are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event.


Name	Type of Payment	Termination by the Company		Termination by the Executive	Termination by reason of Death or Disability		Change in Control
Christopher J. Moreton (1)	Salary Continuation	$	687,500	—	$	687,500		—
	Incentive Bonus		$1,582,810	—	$	1,582,810		—
	Continued Perks and Benefits	$	121,125	—	$	121,125		—
	Deferred Compensation	$	68,750	—	$	68,750	$	16,114

John Lusdyk (2)	Salary Continuation	$	191,590	—		—		—
	Incentive Bonus	$	1,118,750	—		—		—
	Continued Perks and Benefits		—	—		—		—

Mark Haight (2)	Salary Continuation	$	160,855	—		—		—
	Incentive Bonus	$	880,248	—		—		—
	Continued Perks and Benefits		—	—		—		—

Don Prebola (2)	Salary Continuation	$	160,854	—		—		—
	Incentive Bonus	$	880,248	—		—		—
	Continued Perks and Benefits		—	—		—		—
Total		$	5,852,730		$	2,460,185	$	16,114

(1)

Payments for Mr. Moreton are pursuant to his employment agreement, the material terms of which are described below. Amounts set forth in the “Termination by the Company” column are only payable to the extent such termination is other than for “cause,” and are calculated based on a severance period of December 31, 2006 through June 30, 2009.

(2)

Payments are calculated based on the estimated cash value of the compensation and benefits otherwise payable during the applicable notice period, assuming no increase in base salary or benefit cost, and an incentive bonus amount equivalent to the prior year’s incentive bonus.

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

Mr. Moreton’s employment agreement governs payments of compensation to Mr. Moreton upon any termination of his employment. Pursuant to the terms of the employment agreement, Mr. Moreton’s employment may be terminated by us or by him upon 90 days’ written notice. In the event his employment is terminated by us

other than for “cause” (as defined in his agreement), we will be required to continue to pay Mr. Moreton his base salary and incentive bonus, and continue to provide him with incentives and benefits, through the later to occur of June 30, 2009 or the 12-month anniversary of the effective date of such termination.

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 Nonqualified Deferred Compensation Plan 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. No other payments become due to any named executive officer solely upon the occurrence of a change in control.

DIRECTOR COMPENSATION

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

CERTAI N RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Real Estate Transfer

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 $21.7 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 $8.4 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.

Services Agreement

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.

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.

Preussag Seller Note

PNAG Holding 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. Interest on the Preussag Seller Note accrues at a rate of 8% per annum. Interest costs on the Preussag Seller Note were $0.6 million for the period May 10, 2006 to December 31, 2006 of which $0.2 million was owed at December 31, 2006 and recorded in other payables in the Consolidated Balance Sheet. In addition, in connection with the Platinum Acquisition, $8.0 million was paid to Preussag North America, Inc. in 2007 relating to settlement of certain preacquisition tax liabilities in accordance with the Merger Agreement relating to the Platinum Acquisition. No such additional payments are owed to Preussag North America, Inc.

Platinum Acquisition and MSC Acquisition Loans

Dividend Payments

Participation Plan

Effective May 17, 2007, the Company adopted a Participation Plan for the purpose of providing incentive compensation to key employees of the Company. 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 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.

Policies and Procedures Regarding Transactions with Related Persons

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.

PRINCIPAL STOCKHOLDER

The following table sets forth certain information regarding the beneficial ownership of our common stock as of June 1, 2007, 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 June 1, 2007, there was one registered holder of our common stock.


	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%		%

(1)

Consists of 1,414,473.5 shares held by Platinum Equity Capital Partners-A, LP, or PECPA, 5,148,684.5 shares held by Platinum Equity Capital Partners, LP, or PECP, 961,842 shares held by Platinum Equity Capital Partners-PF, LP, or PECPPF, and 1,225,000 shares held by Platinum Travel Principals, LLC, or PTP. Platinum Equity, LLC is the beneficial owner of each of PECPA, PECP, PECPPF and PTP, and Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity, LLC. Mr. Gores may be deemed to share voting and investment power with respect to all shares of our common stock held beneficially by Platinum Equity, LLC. Mr. Gores disclaims beneficial ownership of all shares of common stock of PNAG Holding that are held by PECPA, PECP, PECPPF and PTP with respect to which Mr. Gores does not have a pecuniary interest therein.

DESCRIPTION OF CAPITAL STOCK

General

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 , 2007, shares of common stock were issued and outstanding and shares of undesignated preferred shares were outstanding.

Common Stock

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.

Preferred Stock

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.

Anti-Takeover Provisions of Delaware Law

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.”

Charter and Bylaws Anti-Takeover Provisions

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:

•

alteration, amendment or repeal of the staggered Board of Directors provisions in our amended and restated certificate of incorporation; and

•

alteration, amendment or repeal of 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.

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.

Limitation on Liability and Indemnification of Directors and Officers

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:

•

for any breach of the director’s or officer’s duty of loyalty to us or our stockholders;

•

for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

under Section 174 of the Delaware General Corporation Law; or

•

for any transaction from which a director or officer derives an improper personal benefit.

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.

Transfer Agent and Registrar

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

Listing

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.”

DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Credit Facilities

General

In connection with the Platinum Acquisition, on May 9, 2006, the Company, 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.

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.

Interest and Fees

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.

Collateral and Guarantors

Indebtedness under PNA’s senior secured credit facilities is guaranteed by PNA’s majority-owned 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.

Restrictive Covenants and Other Matters

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:

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incur, assume or permit to exist additional indebtedness or guarantees;

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incur liens and engage in sale leaseback transactions;

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make loans and investments;

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declare dividends, make payments on or redeem or repurchase capital stock;

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engage in mergers, acquisitions and other business combinations;

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prepay, redeem or purchase certain indebtedness, including the PNA Notes and the Floating Rate Notes;

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make certain capital expenditures;

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sell assets;

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transact with affiliates; and

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alter the business that PNA conducts (and in the case of PNAG Holding, engage in any business activities other than those incidental to its ownership of PNA).

Such negative covenants shall be subject to certain exceptions.

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.

Seller Note Issued to Preussag North America, Inc.

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.

PNA Notes

General

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 that guarantee obligations under PNA’s 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 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 and Maturity

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.

Redemption

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.

Change of Control and Asset Sales

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.

Covenants

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

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incur additional indebtedness;

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pay dividends on PNA’s capital stock or repurchase PNA’s capital stock;

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make certain investments;

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enter into certain types of transactions with affiliates;

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limit dividends or other payments by PNA’s restricted subsidiaries to PNA;

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use assets as security in other transactions; and

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sell certain assets or merge with or into other companies.

Registration Rights

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. PNA intends to meet the effectiveness deadline, and hence, PNA will likely be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.

Events of Default

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

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default in the payment in respect of the principal of (or premium, if any, on) any PNA Note at its maturity;

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default in the payment of any interest upon any PNA Note when it becomes due and payable, and continuance of such default for a period of 30 days;

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failure to perform or comply with the provisions of the indenture governing the PNA Notes relating to consolidations, mergers, conveyance, transfers or leases involving PNA or PNA’s subsidiaries or PNA’s assets or the assets of its subsidiaries;

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except as permitted by the indenture governing the PNA Notes, any guarantee of a significant subsidiary ceases to be in full force and effect and enforceable in accordance with its terms;

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default in the performance, or breach, of any other covenant or agreement of PNA or any guarantor in the indenture (other than the items discussed directly above) governing the PNA Notes and continuance of such default or breach for a period of 60 days after written notice thereof has been given to PNA;

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a default or defaults under any bonds, debentures, notes or other evidences of debt (other than the PNA Notes) by PNA or any of its restricted subsidiaries having, individually or in the aggregate, a principal or similar amount outstanding of at least $15.0 million, which resulted in the acceleration of the maturity of such debt prior to its express maturity or a failure to pay at least $15.0 million of such debt when due and payable after the expiration of any applicable grace period;

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the entry against PNA or any of its restricted subsidiaries that is a significant subsidiary of a final judgment or final judgments for the payment of money in an aggregate amount in excess of $15.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; or

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certain events in bankruptcy, insolvency or reorganization affecting PNA or any of its significant subsidiaries.

Real Estate Mortgages

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.

Floating Rate Notes

General

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.

Interest and Maturity

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.

Redemption

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.

Change of Control, Asset Sales and Equity Issuances

If PNA Intermediate experiences certain kinds of changes of control, PNA Intermediate must offer to purchase the Floating Rate Notes at 101% 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.

Covenants

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.

Registration Rights

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. However, we intend to repay the Floating Rate Notes with a portion of the proceeds of this offering.

Events of Default

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.

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SHARES ELIGIBLE FOR FUTURE SALE

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, 2007, 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 or 144(k) under the Securities Act, which are summarized below.

Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are required to be aggregated), including an affiliate, who has beneficially owned shares of our common stock for at least one year is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

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1% of the then-outstanding shares of common stock; and

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the average weekly reported volume of trading in the common stock on the NYSE during the four calendar weeks preceding the date on which notice of sale is filed, subject to restrictions.

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

Rule 144(k)

In addition, a person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, would be entitled to sell those shares under Rule 144(k) without regard to the manner of sale, public information, volume limitation or notice requirements of Rule 144. To the extent that our affiliates sell their shares, other than pursuant to Rule 144 or a registration statement, the purchaser’s holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

Lock-up Agreements

In connection with this offering, we, our directors, certain of our officers and all our stockholders and Platinum 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

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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:

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during the last 17 days of the 180-day restricted period we issue an earnings release or announce material news or a material event; or

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prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period,

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 and 144(k):

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

$175,000,000

PNA Group Holding CORP S-1/A