GSR Industries, Inc.
Proposed Ticker:GSRI One Riverway, Suite 2450
Exchange:NASDAQ-National Market Houston, Texas 77056
Industry:Manufacturing (713) 622-4092

All share information is proposed
Type of Shares:Common Shares Filing Date:12/26/96
U.S. Shares Filed:3,300,000 Filing Range:$9.00 - $11.00
Non-U.S. Shares Filed:0 Offering Amount: $33,000,000
Primary Shares:3,300,000 Expenses:$900,000
Secondary Shares:0 Shs Out After:8,310,000

ManagerTierPhone
Bluestone Capital Partners, L.P.Lead Manager

Auditor: KPMG Peat Marwick
9 Month Ending Financials
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/96
Revenue:$295.22$215.34Assets:$206.83
Net Income:$0.06-$1.15Liabilities:$148.43
EPS:$0.01-$0.14Equity:$58.40

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company designs, manufactures and markets a full line of asphalt-based roofing products. These includes premium laminated shingles, strip shingles and roll roofing products, including built-up roofing and premium modified bitumen products, for use in commercial roofing applications. The company believes it is the nation's third largest producer of asphalt-based residential roofing products. In 1995, the company had combined gross sales of $323.0 million, approximately 72% of which were sales of commercial of residential roofing products, approximately 22% of which were sales of commercial roofing products and approximately 6% of which involved other roofing related materials. The company employs a vertically integrated manufacturing process in which approximately 46% of the granules, 99% of the fiberglass mat and 100% of the dry felt it uses to manufacture its products are produced by the company.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the purchase price for the Predecessor Companies; to repay indebtedness of the Founding Companies; for working capital and general corporate purposes or used for expansion and upgrading of existing facilities.

Last updated: 12/29/96

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