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<PAGE>   1

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

    (Mark One)

        [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

        []     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

   FOR THE TRANSITION PERIOD FROM __________ TO __________.

                         COMMISSION FILE NUMBER: 0-23804
--------------------------------------------------------------------------------
                         SIMPSON MANUFACTURING CO., INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                               94-3196943
       (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)                Identification No.)

               4120 DUBLIN BOULEVARD, SUITE 400, DUBLIN, CA 94568
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: (925)560-9000
--------------------------------------------------------------------------------

           Securities registered pursuant to Section 12(b) of the Act:

 COMMON STOCK, PAR VALUE $0.01               NEW YORK STOCK EXCHANGE, INC.
     (Title of each class)           (Name of each exchange on which registered)

           Securities registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (Title of class)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

     Yes  [X]  No [ ]

     Indicate by check if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     As of March 1, 2001, there were outstanding 12,077,206 shares of the
registrant's common stock, par value $0.01, which is the only outstanding class
of common or voting stock of the registrant. The aggregate market value of the
shares of common stock held by nonaffiliates of the registrant (based on the
closing price for the common stock on the New York Stock Exchange on March 1,
2001) was approximately $417,453,576.

DOCUMENTS INCORPORATED BY REFERENCE

     The information called for by Part III is incorporated by reference to the
definitive Proxy Statement for the Annual Meeting of Stockholders of the Company
to be held May 18, 2001, which will be filed with the Securities and Exchange
Commission not later than 120 days after December 31, 2000.

================================================================================

<PAGE>   2

Certain matters discussed below are forward-looking statements that involve
risks and uncertainties, certain of which are discussed in this and in other
reports filed by the Company with the Securities and Exchange Commission. Actual
results might differ materially from results suggested by any forward-looking
statements in this report.

                                     PART I

ITEM 1. BUSINESS.

BACKGROUND

Simpson Manufacturing Co., Inc. (the "Company"), through its subsidiary, Simpson
Strong-Tie Company Inc. ("Simpson Strong-Tie" or "SST"), designs, engineers and
is a leading manufacturer of wood-to-wood, wood-to-concrete and wood-to-masonry
connectors and shearwalls. SST also offers a full line of adhesives, mechanical
anchors and powder actuated tools for concrete, masonry and steel. The Company's
subsidiary, Simpson Dura-Vent Company, Inc. ("Simpson Dura-Vent" or "SDV"),
designs, engineers and manufactures venting systems for gas and wood burning
appliances. The Company markets its products to the residential construction,
light industrial and commercial construction, remodeling and do-it-yourself
("DIY") markets. The Company believes that SST benefits from strong brand name
recognition among architects and engineers who frequently specify in building
plans the use of SST products, and that SDV benefits from strong brand name
recognition among contractors, dealers, distributors and original equipment
manufacturers ("OEMs") to which SDV markets its products. The Company has
continuously manufactured structural connectors since 1956. See Note 14 to the
Company's consolidated financial statements for information regarding the net
sales, income from operations, depreciation and amortization, capital
expenditures and acquisitions and total assets for the Company's two primary
segments.

Connectors produced by Simpson Strong-Tie typically are steel devices that are
used to strengthen, support and connect joints in residential and commercial
construction and DIY projects. SST's Anchor Systems product line is included in
the connector product segment. These products enhance the safety and durability
of the structures in which they are installed and can save time and labor costs
for the contractor. SST's connector products increase structural integrity and
improve structural resistance to seismic, wind and other forces. Applications
range from building framing to deck construction to DIY projects. SST produces
and markets over 5,000 standard and custom products.

Simpson Dura-Vent's venting systems are used to vent gas furnaces and water
heaters, gas fireplaces and stoves, wood burning stoves and pellet stoves. SDV's
metal vents, chimneys and chimney liner systems exhaust the products of
combustion to the exterior of the building, and some products introduce outside
air into the appliance for more efficient combustion. SDV designs its products
for ease of assembly and safe operation and to achieve a high level of
performance. SDV produces and markets approximately 2,400 different venting
products.

The Company emphasizes continuous new product development and often obtains
patent protection for its new products. The Company's products are marketed in
all 50 states of the United States and in Europe, Canada, Japan, Australia, New
Zealand and several countries in Central and South America. Both Simpson
Strong-Tie and Simpson Dura-Vent products are distributed through a contractor
and dealer distributor network, home centers and OEMs.

The Company has developed and uses automated manufacturing processes. Its
innovative manufacturing systems and techniques have allowed it to control
manufacturing costs, even while developing both new products and products that
meet customized requirements and specifications. The Company's development of
specialized manufacturing processes has also permitted increased operating
flexibility and enhanced product design innovation. The Company has developed a
quality management system that employs numerous quality-control procedures.
Since 1996, SST's quality management system has been registered under ISO 9001.
The Company has 14 manufacturing locations in the United States, Canada, France,
Denmark and England.

The Company is a Delaware corporation organized and merged with its predecessor
company in 1999. The Company serves as a holding company for Simpson Strong-Tie,
and its subsidiaries, and for Simpson Dura-Vent.


                                      -2-
<PAGE>   3

INDUSTRY AND MARKET TRENDS

Based on trade periodicals, participation in trade and professional associations
and communications with governmental and quasi-governmental organizations and
with customers and suppliers, the Company believes that a variety of events and
trends have resulted in significant developments in the markets that the Company
serves. The Company's products are designed to respond to increasing demand
resulting from these trends. Some of these events and trends are discussed
below.

Natural disasters throughout the world have focused attention on safety concerns
relating to the structural integrity of homes and other buildings. The 1995
earthquake in Kobe, Japan, the 1994 earthquake in Northridge, California, the
1989 Loma Prieta earthquake in Northern California, Hurricanes Hugo in 1989 and
Andrew in 1992 in the Southeast, and other less cataclysmic natural disasters
damaged and destroyed innumerable homes and other buildings, resulting in
heightened consciousness of the fragility of some of those structures.

In recent years, architects, engineers, model code agencies, contractors,
building inspectors and legislators have continued efforts to improve structural
integrity and safety of homes and other buildings in the face of disasters of
various types, including seismic events, storms and fires. Based on ongoing
participation in trade and professional associations and communications with
governmental and quasi-governmental regulatory agencies, the Company believes
that building codes, such as the 1997 Uniform Building Code, have been
strengthened and that their enforcement is becoming more rigorous. Recently,
there has been consolidation among several of the Company's customer groups. The
industry is also experiencing increased complexity in home design and builders
are more aggressively trying to reduce their costs. The Company is responding to
these trends by marketing its products as systems solutions rather than as
individual parts. In some cases, systems marketing is facilitated by the use of
sophisticated design and specification software.

The requirements of the Endangered Species Act, the Federal Lands Policy
Management Act and the National Forest Management Act have resulted in
increasingly limited amounts of timber available for harvest from public lands.
Over the past several years, this and other factors, have led to the increased
use of engineered wood products. Engineered wood products, which substitute for
strong, clear-grained lumber historically obtained from logging older,
large-diameter trees, have been developed to conserve lumber. Engineered wood
products frequently require specialized connectors. Sales of Simpson
Strong-Tie's engineered wood connector products increased significantly over the
past several years.

Concerns about energy conservation and air quality have led to increasing
recognition of the advantages of natural gas as a heating fuel, including its
clean burning characteristics. Use of natural gas for home heating has been
increasing in the United States over a number of years, until recently.
According to the U.S. Census Bureau, the share of residential space heating in
1997 heated with natural gas was 70%, an increase from 61% in 1978. In the
hearth appliance market, sales of gas stoves and gas fireplaces have increased
in recent years relative to those of traditional wood burning appliances.
According to the Hearth Products Association, the share of hearth appliances
fired with natural gas in 1999 was 55%, an increase from 43% in 1994, but a
decrease from 58% in 1998. Consistent with this trend, sales of Simpson
Dura-Vent's direct vent products decreased in 2000. Conversely, in 1999 and
2000, sales of wood burning stoves and fireplaces increased significantly.
According to the Hearth Products Association sales of these appliances increased
22% in 1999 compared to 1998. In the year 2000, increases in the cost of home
heating oil, natural gas, and electricity resulted in a further increase in
demand for wood burning appliances and pellet stoves. According to Hearth & Home
Magazine (March 2001), sales of wood stoves in 2000 increased 4% over 1999
sales, while sales of pellet stoves in 2000 increased 32% over 1999. SDV's
DuraTech chimney system and its pellet vent products are intended to capitalize
on this trend towards wood burning and pellet stoves.

The Company has developed its distribution through home centers throughout the
United States. The Company's sales to home centers increased significantly in
1999 and 2000. See "Item 7 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations."

BUSINESS STRATEGY

The Company designs, manufactures and sells products that are of high quality
and performance, easy to use and cost-effective for customers. The Company
provides rapid delivery of its products and prompt engineering and sales
support. Based on its communications with customers, engineers, architects,
contractors and other industry


                                      -3-
<PAGE>   4

participants, the Company believes that its products have strong brand name
recognition, and the Company seeks to continue to develop the value of its brand
names through a variety of customer-driven strategies. Information provided by
customers has led to the development of many of the Company's products, and the
Company expects that customer needs will continue to shape the Company's product
development, marketing and services.

Specification in architects' and engineers' plans and drawings influences which
products will be used for particular purposes and therefore is key to the use of
the Company's products in construction projects. The Company encourages
architects and engineers to specify the installation of the Company's products
in projects they design and supervise, and encourages acceptance of the
Company's products by construction contractors. The Company maintains frequent
contacts with architects, engineers and contractors, as well as private
organizations that provide information to building code officials, both to
inform them regarding the quality, proper installation, capabilities and value
of the Company's products and to update them about product modifications and new
products that may be useful or needed. The Company sponsors seminars to inform
architects, engineers and building officials on appropriate use and proper
installation of the Company's products.

The Company seeks to expand its product and distribution coverage through
several channels:

Distributors. The Company regularly evaluates its distribution coverage and
service levels provided by its distributors and from time to time modifies its
distribution strategy and implements changes to address weaknesses and
opportunities. The Company has various programs to evaluate distributor product
mix and conducts promotions to encourage distributors to add Company products
that complement their mix of product offerings in their markets.

Through its efforts to increase specifications by architects and engineers, and
through increasing the number of products sold to particular contractors, the
Company seeks to increase sales to channels that serve building contractors. The
Company continuously seeks to expand the number of contractors served by each
distributor through such sales efforts as demonstrations of product
cost-effectiveness and information programs.

Home Centers. The Company intends to continue to increase penetration of the DIY
markets by solicitation of home centers. The Company's Sales Representatives and
Retail Specialists maintain on-going contact with home centers to provide timely
product availability and product knowledge training. To satisfy specialized
requirements of the home center market, the Company has developed extensive bar
coding and merchandising aids and has concentrated a portion of its research
efforts on the development of DIY products.

OEM Relationships. The Company works closely with manufacturers of engineered
wood products and OEMs in developing and expanding the application and sales of
Simpson Strong-Tie's engineered wood connector products and Simpson Dura-Vent's
gas, wood and pellet stove venting products. SST has relationships with several
of the largest manufacturers of engineered wood products, and SDV has OEM
relationships with several major gas fireplace and gas stove manufacturers.

The Company is expanding its established facilities outside California to
increase its presence and sales in markets east of the Rocky Mountains. During
the last five years, the Company has expanded or has plans to expand nearly all
of its manufacturing and warehouse facilities. As a result of the high sales
growth in California in 1999 and 2000, sales in the 37 states east of the Rocky
Mountains, while continuing to grow, have declined as a percentage of domestic
sales from approximately 48% in 1998 to approximately 44% in 2000. Since 1993,
the Company commenced manufacturing in England, opened warehouse and
distribution facilities in Western Canada and the Northeastern United States,
purchased anchor products manufacturers in Illinois and Eastern Canada and a
connector product manufacturer in France, established distribution operations in
Chile and Argentina, made an equity investment in a product design and
distribution company in Germany and entered into distribution arrangements in
Japan and Australia. More recently, the Company acquired a connector
manufacturer in Denmark with distribution in northern, central and eastern
Europe. The European investments are intended to establish a presence in the
European Community through companies with existing customer bases and through
servicing U.S.-based customers operating there. The Company intends to continue
to pursue and expand operations outside the United States.

The Company's goal is to manufacture and warehouse its products in geographic
proximity to its markets to provide availability and rapid delivery of products
to customers and prompt response to customer requests for specially designed
products and services. With respect to the DIY and dealer markets, the Company's
strategy is to keep the customer's retail stores continuously stocked with
adequate supplies of the full line of the Company's products that


                                      -4-
<PAGE>   5

those stores carry. The Company manages its inventory to assure continuous
product availability. Most customer orders are filled within a few days. High
levels of manufacturing automation and flexibility allow the Company to maintain
its quality standards while continuing to provide prompt delivery.

The Company's product research and development is based largely on needs that
customers communicate to the Company. The Company typically has developed 10 to
20 new products annually (some of which may be produced in a range of sizes).
The Company's strategy is to develop new products on a proprietary basis where
possible. Of 112 patents that the Company owns, 82 cover products that the
Company currently manufactures and markets. The Company has filed 60 patent
applications that are pending. Some of these applications cover the same product
in more than one jurisdiction.

The Company's long-term strategy is to develop, acquire or invest in product
lines or businesses that (a) complement the Company's existing product lines,
(b) can be marketed through its existing distribution channels, (c) might
benefit from use of the Simpson Strong-Tie and Simpson Dura-Vent brand names,
(d) are responsive to needs of the Company's customers and (e) expand its
markets geographically.

SIMPSON STRONG-TIE

Overview

Connectors produced by Simpson Strong-Tie typically are steel devices that are
used to strengthen, support and connect joints in residential and commercial
construction and DIY projects. These products enhance the safety and durability
of the structures in which they are installed and can save time and labor costs
for the contractor. SST's connector products increase structural integrity and
improve structural resistance to seismic, wind and other forces. Applications
range from building framing to deck construction to DIY projects. SST produces
and markets over 5,000 standard and custom products.

In the United States, connector usage developed faster in the West than
elsewhere due to the low cost and abundance of timber and to local construction
practices. Increasingly, the market has been influenced both by a growing
awareness that the devastation caused by seismic, wind and other disasters can
be reduced through improved building codes and construction practices and by
environmental concerns that contribute to the increasing cost and reduced
availability of wood. Most Simpson Strong-Tie products are listed by recognized
building standards agencies as complying with model building codes and are
specified by architects and engineers for use in projects they are designing or
supervising. The engineered wood products industry is developing in response to
concerns about the availability of wood, and the Company believes that SST is
the leading supplier of connectors for use with engineered wood products.

Products

Simpson Strong-Tie is a recognized brand name in the markets it serves. SST
manufactures and markets products that strengthen the three types of connections
found in light construction: wood-to-wood, wood-to-concrete and wood-to-masonry.
The Company's products are installed on the continuous load path from the
foundation to the roof system. SST also markets specialty screws and nails for
proper installation of certain of its connector products. These products have
seismic, retrofit and remodeling applications for both new construction and DIY
markets. SST also offers a full line of adhesives, mechanical anchors and powder
actuated tools for numerous anchoring applications in concrete, masonry and
steel.

Almost all of Simpson Strong-Tie's products are listed by recognized model
building code agencies. To achieve such listings, SST conducts extensive product
testing, which is witnessed and certified by independent testing engineers. The
tests also provide the basis for publication of load ratings for SST structural
connectors, and this information is used by architects, engineers, contractors
and homeowners. The information is useful across the range of applications of
SST's products, from the deck constructed by a homeowner to a multi-story
structure designed by an architect or engineer in an earthquake zone.

Simpson Strong-Tie also manufactures connector products specifically designed
for use with engineered wood products, such as wood I-joists. With increased
timber costs and reduced availability of trees suitable for making traditional
solid sawn lumber, construction with engineered wood products has increased
substantially in the last several years. Over the same period, SST's net sales
of engineered wood connectors through dealer and contractor distributors and
engineered wood product manufacturers have also increased significantly.



                                      -5-
<PAGE>   6


New Product Development

Simpson Strong-Tie commits substantial resources to engineering and new product
development. The majority of SST's products have been developed through SST's
internal research and development program. Of the 71 U.S. and 28 foreign patents
that SST owns, 79 cover products that SST currently manufactures and markets.
Over a quarter of SST's 2000 revenues were derived from products that are
protected by patents. SST typically has developed 10 to 20 new products each
year. SST's research and development expense for the three years ended December
31, 2000, 1999 and 1998, was $1,771,000, $1,376,000 and $1,087,000,
respectively. As part of the new product development process, SST engineers, in
cooperation with sales and marketing staff, meet regularly with architects,
engineers, building inspectors, code officials and customers. Several new
products derived from existing product lines are developed annually. SST
recently developed and introduced a pre-fabricated shear-wall product for the
new construction market and has expanded its line of chemical and mechanical
Anchor products. The Company believes that existing distribution channels are
receptive to product line extensions, thereby enhancing SST's ability to enter
new markets.

Sales and Marketing

Simpson Strong-Tie's sales and marketing programs are implemented through SST's
branch system. SST currently maintains branches in Northern and Southern
California, Texas, Ohio, Canada, England, France and Denmark. Each branch is
served by its own sales force, as well as manufacturing, warehouse and office
facilities. Each branch is responsible for a broad geographic area. Branch
managers have significant autonomy in managing their operations. Each is
responsible for setting and executing sales and marketing strategies that are
consistent with the markets that the branch serves and the goals of the Company.
Each domestic branch is an independent profit center with a cash profit sharing
bonus program based on its own performance. At the same time, the domestic
branches closely integrate their manufacturing activities to enhance product
availability. Branch sales forces in the U.S. are supported by marketing
managers in the home office in Dublin, California. The sales force maintains
close working relationships with customers, develops new business, calls on
architects, engineers and building officials and participates in a range of
educational seminars.

Simpson Strong-Tie sells its products through an extensive distribution system
comprising dealer distributors supplying thousands of retail locations
nationwide, contractor distributors, home centers, manufacturers of engineered
wood products, and specialized contractors such as roof framers. In 2000, sales
to The Home Depot were more than 10% of the Company's consolidated net sales
(see Note 14 to the Company's consolidated financial statements). SST's DIY and
dealer products are used to build projects such as decks, patio covers and shelf
and bench systems. SST received C-Mark equivalency clearance from the Japanese
building code authorities, which is expected to facilitate acceptance of its
products in the Japanese market, and has increased the distribution of its
products in Australia, Chile and Argentina. The Company believes that SST's
increasing diversification into new and growing markets has reduced its
vulnerability to construction industry cycles.

Simpson Strong-Tie dedicates substantial resources to customer service. SST
produces numerous publications and point-of-sale marketing aids to serve
specifiers, distributors, retailers and users for the various markets that it
serves. These publications include general catalogs, as well as various specific
catalogs, such as those for its Anchor System products and the engineered wood
and plated truss industries. The catalogs and publications describe the products
and provide load and installation information. SST also maintains several
websites, all of which are linked to www.strongtie.com, and include catalogs,
product and technical information, code reports and other general information
related to SST's product lines and promotional programs.

Simpson Strong-Tie's engineers not only design and test products, but also
provide engineering support for customers. This support might range from the
discussion of a load value in a catalog to testing a unique application for an
existing product. SST's sales force communicates with customers in each of its
marketing channels, through its publications, seminars and frequent calls.

Based on its communications with customers, Simpson Strong-Tie believes that its
products are essential to its customers' businesses, and it is SST's policy to
ship products ordered within a few days of receiving the order. Many of SST's
customers serve contractors that require rapid delivery of needed products. Home
centers and dealers also require superior service, because of fluctuating
demand. To satisfy these requirements, SST maintains high inventory levels, has
redundant manufacturing capability and some multiple dies to produce the same
parts. SST also maintains computer sales and inventory control and forecasting
capability throughout its nationwide



                                      -6-
<PAGE>   7

network of factories and warehouses. SST also has special programs for
contractors intended to ensure the prompt and reliable manufacture and delivery
of custom products.

Simpson Strong-Tie believes that dealer and home center sales of SST products
are significantly greater when the bins and racks at large dealer and home
center locations are adequately stocked with appropriate products. Various
retailers carry varying numbers of different SST products, and SST's Retail
Specialists are engaged in ongoing efforts to inform retailers about other SST
products that can be used in their specific markets and to encourage them to add
these products to better meet their customers' needs. Achieving these objectives
requires teamwork and significant inventory commitments between SST and the
distributors and retailers. Retail Specialists are playing a significant role in
keeping the racks full and extending the product lines at the large dealer and
home center level. They help retailers order product, set up merchandising
systems, stock shelves, hold product seminars and provide SST with daily
information that is used to improve service and product mix.

SIMPSON DURA-VENT

Overview

Simpson Dura-Vent's venting systems are used to vent gas furnaces and water
heaters, gas fireplaces and stoves, wood burning stoves and pellet stoves. SDV's
metal vents, chimneys and chimney liner systems exhaust the products of
combustion to the exterior of the building and have been designed for ease of
assembly and safe operation and to achieve a high level of performance. SDV
produces and markets nearly 2,400 different venting products.

The clean burning characteristics of natural gas have gained public recognition,
resulting in increased market share for gas appliances in the new construction
and the appliance replacement markets. As a result, Simpson Dura-Vent has
developed venting systems, such as Direct-Vent, to address changes in appliance
technology. Recently, increases in the cost of natural gas have affected demand
for gas appliances and have increased demand for alternative energy sources.
Historically, sales of wood burning stoves, considered an alternative energy
source, have increased during these periods of high oil prices and energy
shortages. SDV manufactures venting systems for use with wood burning stoves as
well as other types of appliances.

Simpson Dura-Vent's objective is to expand market share in all of its
distribution channels, by entering expanding markets that address energy and
environmental concerns. SDV's strategy is to capitalize on its strengths in new
product development and its established distribution network and to continue its
commitment to high quality and service. SDV operates manufacturing and warehouse
facilities in California and Mississippi.

Products

Simpson Dura-Vent is a leading supplier of double-wall Type B Gas Vent systems,
used for venting gas furnaces, water heaters, boilers and decorative gas
fireplaces. SDV's Type B Gas Vent product line features heavy-duty quality
construction and a twist-lock design that provides for fast and easy job-site
assembly compared to conventional snap together designs. The twist-lock design
has broader applications and has been incorporated into SDV's gas, pellet and
direct vent product lines. SDV also markets a patented flexible vent connector,
Dura/Connect, for use between the gas appliance flue outlet and the connection
to the Type B Gas Vent installed in the ceiling. Dura/Connect offers a simple
twist, bend and connect installation for water heaters and gas furnaces.

Recent increases in the price of natural gas, home heating oil, and electricity
have resulted in increases in sales of wood burning appliances. Simpson
Dura-Vent's DuraTech and Dura/Plus chimney systems are intended to capitalize on
these recent energy trends. In addition, due in part to increases in the cost of
energy, sales of pellet stoves in 2000 increased 32% over 1999. SDV experienced
a substantial increase in demand for its pellet vent products in 2000. The
growing gas fireplace market has evolved into two basic types of fireplace:
top-vent fireplaces that are vented with the standard Type B Gas Vent and
direct-vent fireplaces that use a special double-wall venting system. SDV's
direct-vent system is designed not only to exhaust the flue products, but also
to draw in outside air for combustion, an important feature in modern
energy-efficient home construction. The direct-vent gas fireplace systems
provide ease of installation, permitting horizontal through-the-wall venting or
standard vertical through-the-roof venting. SDV has established relationships
with several large manufacturers of gas stoves and gas fireplaces to supply
direct-vent venting products. In 1996, SDV expanded its direct-vent product line
to include both co-axial and co-linear direct vent systems for venting gas
stoves and gas inserts into existing masonry chimneys or existing factory-built
metal chimneys.


                                      -7-
<PAGE>   8

New Product Development

Simpson Dura-Vent has gained industry recognition by offering innovative new
products that meet changing needs of customers. SDV representatives serve on
industry committees concerned with issues such as new appliance standards and
government regulations. SDV's research and development expense for the three
years ended December 31, 2000, 1999 and 1998, was $455,000, $433,000 and
$431,000, respectively. SDV also maintains working relationships with research
and development departments of major appliance manufacturers, providing
prototypes for field testing and conducting tests in SDV's testing laboratory.
SDV believes that such relationships provide competitive advantages. For
example, SDV introduced the first direct vent system for direct vent gas
appliances. In 1999, SDV introduced DuraTech, a twin-walled insulated chimney
system for use on wood burning stoves, fireplaces and oil fired appliances. This
product line has been designed and manufactured to a new standard of excellence.
It is constructed from stainless steel and incorporates blanket insulation for
enhanced safety and efficiency.

Sales and Marketing

Simpson Dura-Vent's sales organization consists of a director of sales and
marketing, a marketing communications manager, regional sales managers, and
independent representative agencies. SDV markets venting systems for both gas
and wood burning appliances through wholesale distributors in the United States,
Canada and Australia to the HVAC (heating, ventilating and air conditioning) and
PHC (plumbing, heating and cooling) contractor markets, and to fireplace
specialty shop distributors. These customers sell to contractor and DIY markets.
SDV also markets venting products to home center and hardware store chains. SDV
has established OEM relationships with several major gas fireplace and gas stove
manufacturers, which SDV believes are leaders in the direct-vent gas appliance
market.

Simpson Dura-Vent responds to technological changes occurring in the industry
through new product development and has developed a reputation for quality and
service to its customers. To reinforce the image of quality, SDV produces
extensive sales support literature and advertising materials. Recognizing the
difficulty that customers and users may have in understanding new, complex
venting requirements, SDV publishes a venting handbook to assist contractors,
building officials and retail outlets with the science of proper venting.
Advertising and promotional literature has been designed to be used by
distributors and their customers, as well as home centers and hardware chains.

To enhance its marketing effort, SDV has developed a website (www.duravent.com)
that includes product descriptions, catalogs and installation instructions, as
well as a direct link to SDV's customer service and engineering departments.

MANUFACTURING PROCESS

The Company has concentrated on making its manufacturing processes as efficient
as possible without compromising quality or flexibility necessary to serve the
needs of its customers. The Company has developed and uses automated
manufacturing processes. The Company's innovative manufacturing systems and
techniques have allowed it to control manufacturing costs, even while developing
both new products and products that meet customized requirements and
specifications. The Company's development of specialized manufacturing processes
also has permitted increased operating flexibility and enhanced product design
innovation.

The Company is committed to helping people build safer structures economically
through the design, engineering and manufacturing of structural connector and
related products. To this end, the Company has developed a quality management
system that employs numerous quality-control procedures, such as
computer-generated work orders, constant review of parts as they are produced
and frequent quality testing. Since 1996, Simpson Strong-Tie's quality
management system has been registered under ISO 9001, an internationally
recognized set of quality-assurance standards. The Company believes that ISO
registration is becoming increasingly important to U.S. companies.

Simpson Strong-Tie operates manufacturing and warehouse facilities in
California, Texas, Ohio, Florida, Connecticut, Illinois, Washington, Indiana,
British Columbia, Ontario, England, France, Denmark and Poland. SST


                                      -8-
<PAGE>   9


also stocks products in Chile and Argentina. Most of SST's products are produced
with a high level of automation, using progressive dies run in automatic presses
making parts from coiled sheet steel often in excess of 100 strokes per minute.
SST produces over 500 million product pieces per year. Over half of SST's
products (SKUs) are bar coded with a UPC number for easy identification, and
nearly all of the products sold to home centers are labeled with bar codes. SST
has significant press capacity and has some multiple dies for its high volume
products because of the need to produce the product close to the customer and to
provide backup capacity. The balance of production is accomplished through a
combination of manual, blanking and numerically controlled (NC) processes which
include robotic welders, lasers and turret punches. This capability allows SST
to produce products with little redesign or set-up time, facilitating rapid
turnaround for customers. New tooling is also highly automated. Dies are
designed and produced using computer aided design (CAD) and computer aided
machining (CAM) systems. CAD/CAM capability enables SST to create multiple dies
rapidly and design them to high standards. The Company is constantly reviewing
its product line to reduce manufacturing costs, increase automation, and take
advantage of new types of materials. For example, SST recently introduced two
new products made from an engineered composite plastic, the AnchorMate and the
StrapMate.

Simpson Dura-Vent operates manufacturing and warehouse facilities in California
and Mississippi. SDV produces component parts for venting systems using
NC-controlled punch presses equipped with high-speed progressive and compound
tooling. SDV's vent pipe and elbow assembly lines are automated, to produce
finished products efficiently from large coils of steel and aluminum. UPC bar
coding and computer tracking systems provide SDV's industrial engineers and
production supervisors with real-time productivity tools to measure and evaluate
current production rates, methods and equipment.

Most of the Company's current and planned manufacturing facilities are located
in geographic regions that have experienced major natural disasters, such as
earthquakes, floods and hurricanes. For example, the 1989 Loma Prieta earthquake
in Northern California destroyed a freeway and caused other major damage within
a few miles of the Company's facilities in San Leandro, California, and the
earthquakes in Northridge, California, in January 1994, destroyed several
freeways and numerous buildings in the region in which the Company's facilities
in Brea are located. The Company has developed a disaster recovery plan, but it
does not carry earthquake insurance. Other insurance that it carries is limited
and not likely to be adequate to cover all of the Company's resulting costs,
business interruption and lost profits in the event of a major natural disaster
in the future. If a natural disaster were to render one or more of the Company's
manufacturing facilities totally or partially unusable, whether or not covered
by insurance, the Company's business and financial condition could be materially
and adversely affected.

REGULATION

The design, capacity and quality of most of the Company's products and
manufacturing processes are subject to numerous and extensive regulations and
standards promulgated by governmental, quasi-governmental and industry
organizations. Such regulations and standards are highly technical and complex
and are subject to frequent revision. The failure of the Company's products or
manufacturing processes to comply with any of such regulations and standards
could impair the Company's ability to manufacture and market its products
profitably and could materially and adversely affect the Company's business and
financial condition.

Simpson Strong-Tie's product lines are subject to Federal, state, county,
municipal and other governmental and quasi-governmental regulations that affect
product design, development, testing, applications, marketing, sales,
installation and use. Most SST products are recognized by building code and
standards agencies. Agencies that recognize Company products include the
International Conference of Building Officials ("ICBO"), Building Officials and
Code Administrators International ("BOCA"), Southern Building Code Congress
International ("SBCCI"), The National Evaluation Service, the City of Los
Angeles, Dade County, Florida, and the California Division of Architecture.
These and other code agencies adopt various testing and design standards and
incorporate them into their related building codes. For example, ICBO
requirements are codified in the Uniform Building Code. The Uniform Building
Code generally applies to construction in the Western United States. To be
recognized by ICBO, SST products must conform to Uniform Building Code
requirements. SST considers this recognition to be a significant marketing tool
and devotes considerable effort to obtaining and maintaining appropriate
approvals for its products. SST believes that architects, engineers, contractors
and other customers are less likely to purchase structural products that lack
the appropriate code approval or acceptance if code-accepted competitive
products are available. SST's management actively participates in industry
related professional associations to keep abreast of regulatory changes and to
provide information to regulatory agencies.


                                      -9-
<PAGE>   10

Simpson Dura-Vent operates under a complex regulatory environment that includes
appliance and venting performance standards related to safety, energy efficiency
and air quality. Gas venting regulations are contained in the National Fuel Gas
Code ("NFGC"), while safety and performance regulations for wood burning
appliances and chimney systems are contained in a National Fire Protection
Association standard ("NFPA 211"). Standards for testing gas vents and chimneys
are developed by testing laboratories such as Underwriter's Laboratories ("UL")
in compliance with the American National Standards Institute. Clean air
standards for both gas and wood burning appliances are regulated by the
Environmental Protection Agency ("EPA"). Energy efficiency standards are
regulated by the Department of Energy ("DOE") under the authority of the
National Appliance Energy Conservation Act. Under this act, the DOE periodically
reviews the necessity for increased efficiency standards with respect to gas
furnaces and gas water heaters. A substantial percentage of SDV's Type B Gas
Vent sales are for gas furnaces and gas water heaters. Minimum appliance
efficiency standards might be adopted that could negatively affect sales of Type
B Gas Vents, which could materially and adversely affect the Company's operating
results and financial condition. The standards and regulations contained in the
NFGC and NFPA 211 are ultimately adopted by national building code organizations
such as ICBO, BOCA and SBCCI. In turn, the various building codes are adopted by
local municipalities, resulting in enforcement through the building permit
process. Safety, air quality and energy efficiency requirements are enforced by
local air quality districts and municipalities by requiring proper UL, EPA and
DOE labels on appliances and venting systems.

COMPETITION

The Company faces a variety of competition in all of the markets in which it
participates. This competition ranges from subsidiaries of large national or
international corporations to small regional manufacturers. While price is an
important factor, the Company competes primarily on the basis of quality,
breadth of product line, technical support, service, field support and product
innovation. As a result of differences in structural design and building
practices and codes, Simpson Strong-Tie's markets tend to differ by region.
Within these regions, SST competes with companies of varying size, several of
which also distribute their products nationally.

The venting industry is highly competitive. Many of Simpson Dura-Vent's
competitors have greater financial and other resources than SDV. SDV's principal
competitors include the Selkirk Metalbestos Division of Eljer Industries Inc. (a
subsidiary of U.S. Industries, Inc.), American Metal Products Co. (a subsidiary
of Masco Corp.), Metal-Fab, Inc., Hart & Cooley, Inc. and the Air Jet Division
of General Products Co. The Company believes that Metal-Fab, Inc., Hart &
Cooley, Inc. and Air Jet tend to be more regional than SDV, and that they have
smaller shares of the national market than SDV.

RAW MATERIALS

The principal raw material used by the Company is steel, including stainless
steel, and is generally ordered to specific American Society of Testing and
Materials ("ASTM") standards. Other raw materials include aluminum, aluminum
alloys and ceramic and other insulation materials, which are used by Simpson
Dura-Vent, and cartons, which are used by both SST and SDV. The Company
purchases raw materials from a variety of commercial sources. The Company's
practice is to seek cost savings and enhanced quality by purchasing from a
limited number of suppliers.

The steel industry is highly cyclical and prices for the Company's raw materials
are influenced by numerous factors beyond the Company's control, including
general economic conditions, competition, labor costs, import duties and other
trade restrictions. The Company historically has not attempted to hedge against
changes in prices of steel or other raw materials. The Company might not be able
to increase its product prices in amounts that correspond to increases in raw
materials prices without materially and adversely affecting its sales and
profits. See "Item 7 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations."

PATENTS AND PROPRIETARY RIGHTS

The Company's subsidiaries own 112 U.S. and foreign patents, of which 82 cover
products that they currently manufacture and market. Its subsidiaries have filed
21 U.S. and 39 foreign patent applications that are currently pending. These
patents and patent applications cover various design aspects of the
subsidiaries' products, as well as processes used in their manufacture. The
Company's subsidiaries are continuing to develop new potentially patentable
products, product enhancements and product designs. Although the Company's
subsidiaries do not intend


                                      -10-
<PAGE>   11

to apply for additional foreign patents covering existing products, the Company
has developed an international patent program to protect new products that its
subsidiaries may develop.

The Company's subsidiaries hold 165 trademark registrations in the U.S. and
foreign countries covering 51 trademarks, have 59 trademark registration
applications pending in the U.S. and foreign countries covering 20 trademarks,
and use several other trademarks that they have not yet attempted to register.

The Company's ability to compete effectively with other companies depends in
part on its ability to maintain the proprietary nature of its technology. There
can be no assurance, however, as to the degree of protection afforded by these
patents or the likelihood that patents will issue pursuant to pending patent
applications. Furthermore, there can be no assurance that others will not
independently develop the same or similar technology, develop around the
patented aspects of any of the Company's products or proposed products, or
otherwise obtain access to the Company's proprietary technology.

In addition to seeking patent protection, the Company also relies on unpatented
proprietary technology to maintain its competitive position. Nevertheless, there
can be no assurance that the Company will be able to protect its know-how or
other proprietary information.

In attempting to protect its proprietary information, the Company expects that
it may sometimes be necessary to initiate lawsuits against competitors and
others that the Company believes have infringed or are infringing the Company's
rights. In such an event, the defendant may assert counterclaims to complicate
or delay the litigation or for other reasons. If the Company were to be unable
to maintain the proprietary nature of its significant products, the Company's
business and financial condition could be materially and adversely affected.

ACQUISITIONS AND EXPANSION INTO NEW MARKETS

The Company's future growth, if any, may depend to some extent on its ability to
penetrate new markets, both domestically and internationally. See "Industry and
Market Trends" and "Business Strategy." Therefore, the Company may in the future
pursue acquisitions of product lines or businesses. Acquisitions involve
numerous risks, including difficulties in the assimilation of the operations and
products of the acquired companies, the diversion of management's attention from
other business concerns, risks of entering markets in which the Company has
little or no direct prior experience, and the potential loss of key employees of
the acquired company. In addition, future acquisitions by the Company may result
in potentially dilutive issuances of equity securities, the incurring of
additional debt, and amortization expenses related to goodwill and intangible
assets, all of which could adversely affect the Company's profitability. If an
acquisition occurs, no assurance can be given as to its effect on the Company's
business or operating results. See "Item 7 -Management's Discussion and Analysis
of Financial Condition and Results of Operations."

Construction customs, standards, techniques and methods in international markets
differ from those in the United States. Laws and regulations applicable in new
markets for the Company are likely to be unfamiliar to the Company and
compliance may be substantially more costly than the Company anticipates. As a
result, it may become necessary for the Company to redesign products or to
invent or design new products in order to compete effectively and profitably
outside the United States or in markets that are new to the Company in the
United States. The Company expects that significant time will be required for it
to generate substantial sales or profits in new markets.

Other significant challenges to conducting business in foreign countries
include, among other factors, local acceptance of the Company's products,
political instability, currency controls, changes in import and export
regulations, changes in tariff and freight rates, and fluctuations in foreign
exchange rates. There can be no assurance that the Company will be able to
penetrate these markets or that any such market penetration can be achieved on a
timely basis or profitably. If the Company is not successful in penetrating
these markets within a reasonable time, it will be unable to recoup part or all
of the significant investments it will have made in attempting to do so. See
"Business Strategy" and "Industry and Market Trends."

In July 2000, Simpson Strong-Tie purchased the assets of Anchor Tiedown Systems,
Inc. ("ATS"). ATS manufactures and distributes the MBR product line used to
anchor multi-story buildings with a threaded rod hold down system. The purchase
price was approximately $4.6 million in cash. In December 2000, SST purchased
the assets of Masterset Fastening Systems, Inc. ("Masterset") for approximately
$2.3 million in cash plus an earnout of up to $0.3 million. Masterset sells a
system of specially designed powder actuated fasteners and installation tools.
In


                                      -11-
<PAGE>   12

January 2001, Simpson Strong-Tie International, Inc. ("SSTI"), a subsidiary of
the Company, acquired 100% of the shares of BMF Bygningsbeslag A/S ("BMF") of
Denmark for $12.8 million in cash with an additional amount of approximately
$2.6 million possible based on operating performance. BMF manufactures and
distributes connector products in northern and central Europe. In the third
quarter of 1999, SSTI purchased the assets of Furfix Products Limited and Easy
Arches Limited (together, "Furfix"), which manufacture a line of structural
connectors for the wood and masonry construction markets in the United Kingdom
and Europe. The purchase price was approximately $7.8 million in cash plus an
earnout based on future operating performance. Included in the purchase price
were costs associated with the closure of Furfix's existing facility and
integration into SSTI's facility in Tamworth, England. See "Item 7 --
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Sources of Capital."

SEASONALITY AND CYCLICALITY

The Company's sales are seasonal, with operating results varying from quarter to
quarter. With some exceptions, the Company's sales and income have historically
been lower in the first and fourth quarters and higher in the second and third
quarters of the year, as retailers and contractors purchase construction
materials in the late spring and summer months for the construction season. In
addition, demand for the Company's products and the Company's results of
operations are significantly affected by weather conditions, such as
unseasonably warm, cold or wet weather, which affect, and sometimes delay or
accelerate, installation of certain of the Company's products. Political and
economic events can also affect the Company's revenues. The Company has little
control over the timing of customer purchases, and sales anticipated in one
quarter may occur in another quarter, thereby affecting both quarters' results.
In addition, the Company incurs significant expenses as it develops, produces
and markets its products in anticipation of future orders. Products typically
are shipped as orders are received, and accordingly the Company operates with
little backlog. As a result, net sales in any quarter generally depend on orders
booked and shipped in that quarter. A significant portion of the Company's
operating expenses are fixed, and planned expenditures are based primarily on
sales forecasts. If sales fall below the Company's expectations, operating
results would be adversely affected for the relevant quarters, as expenses based
on those expectations will already have been incurred. See "Item 7 --
Management's Discussion and Analysis of Financial Condition and Results of
Operations."

The Company's principal markets are in the building construction industry. That
industry is subject to significant volatility as a result of fluctuations in
interest rates, the availability of credit to builders and developers, inflation
rates, weather and other factors and trends, none of which is within the
Company's control. Declines in commercial and residential construction may be
expected to reduce the demand for the Company's products. The Company cannot
provide any assurance that its business will not be adversely affected by future
negative economic or construction industry performance or that future declines
in construction activity or the demand for the Company's products will not have
material adverse effects on the Company and its business and financial
condition. See "Item 7 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations."

PRODUCT LIABILITY

The Company designs and manufactures most of its standard products and expects
that it will continue to do so. The Company employs engineers and designers to
design and test its products under development. In addition, the Company
maintains a quality control system. The Company has on occasion found
manufacturing flaws in its products. In addition, the Company purchases from
third party suppliers raw materials, principally steel, and finished goods that
are produced and processed by other manufacturers. The Company also has on
occasion found flaws in raw materials and finished goods produced by others,
some of which flaws have not been apparent until after the products were
installed by customers. Many of the Company's products are integral to the
structural soundness or fire safety of the buildings in which they are used. As
a result, if any flaws exist in the Company's products (as a result of design,
raw material or manufacturing flaws) and such flaws are not discovered and
corrected before the Company's products are incorporated into structures, the
structures could suffer severe damage (such as collapse or fire) and personal
injury could result. To the extent that such damage or injury is not covered by
the Company's product liability insurance, and if the Company were to be found
to have been negligent or otherwise culpable, the Company and its business and
financial condition could be materially and adversely affected by the necessity
to correct such damage and to compensate persons who might have suffered injury.

Furthermore, in the event that a flaw is discovered after installation but
before any damage or injury occurs, it may be necessary for the Company to
recall products, and the Company may be liable for any costs necessary to
retrofit the affected structures. Any such recall or retrofit could entail
substantial costs and adversely affect the Company's reputation, sales and
financial condition. The Company does not carry insurance against recall costs,
and its product liability insurance may not cover retrofit costs.

No assurance can be given that claims will not be made against the Company with
regard to damage or destruction of structures incorporating Company products
resulting from a natural disaster. Any such claims, if asserted, could
materially and adversely affect the Company.



                                      -12-
<PAGE>   13

ENVIRONMENTAL, HEALTH AND SAFETY MATTERS

The Company is subject to environmental laws and regulations governing emissions
into the air, discharges into water, and generation, handling, storage,
transportation, treatment and disposal of waste materials. The Company is also
subject to other Federal and state laws and regulations regarding health and
safety matters. The Company's manufacturing operations involve the use of
solvents, chemicals, oils and other materials that are regarded as hazardous or
toxic and the use of complex and heavy machinery and equipment that can pose
severe safety hazards (especially if not properly and carefully used). Some of
the Company's products also incorporate materials that are hazardous or toxic in
some forms (such as zinc and lead, which are used in some steel galvanizing
processes) or explosive (such as the powder used in its powder actuated tools).
The Company believes that it has obtained all material licenses and permits
required by environmental, health and safety laws and regulations in connection
with the Company's operations and that its policies and procedures comply in all
material respects with existing environmental, health and safety laws and
regulations. It is possible that additional licenses or permits may be required,
that the Company's policies and procedures might not comply in all respects with
all such laws and regulations or, even if they do, that employees might fail or
neglect to follow them in all respects, and that the Company's generation,
handling, use, storage, transportation, treatment or disposal of hazardous or
toxic materials, machinery and equipment might cause injury to persons or to the
environment. In addition, properties occupied by the Company may be contaminated
by hazardous or toxic substances and remedial action may be required at some
time in the future. It is also possible that materials in certain of the
Company's products could cause injury or sickness. Relevant laws and regulations
could also be changed or new ones could be adopted that require the Company to
obtain additional licenses and permits and cause the Company to incur
substantial expense. Any such event or contamination could have a material
adverse effect on the Company and its liquidity, results of operations and
financial condition. See "Regulation."

EMPLOYEES AND LABOR RELATIONS

As of March 1, 2001, the Company had 1,892 full-time employees, of whom 1,276
were hourly employees and 616 were salaried employees. The Company believes that
its overall compensation and benefits for the most part exceed industry averages
and that its relations with its employees are good.

The Company is dependent on certain key management and technical personnel,
including Thomas J Fitzmyers, Michael J. Herbert, Stephen B. Lamson, Barclay
Simpson and Donald M. Townsend. The loss of one or more key employees could have
a material adverse effect on the Company. The Company's success will also depend
on its ability to attract and retain additional highly qualified technical,
marketing and management personnel necessary for the maintenance and expansion
of the Company's activities. The Company faces strong competition for such
personnel and there can be no assurance that the Company will be able to attract
or retain such personnel.

A significant number of the Company's employees at two of the Company's major
manufacturing facilities are represented by labor unions and are covered by
collective bargaining agreements. Two of the Company's collective bargaining
agreements cover the Company's sheetmetal workers and its tool and die craftsmen
in Brea. These two contracts expire in June 2001 and February 2002,
respectively. Two other contracts, covering tool and die personnel and
sheetmetal workers in San Leandro, expire in June 2003 and July 2003,
respectively. A work stoppage or interruption by a significant number of the
Company's employees could have a material and adverse effect on the Company and
its business and financial condition.


                                      -13-
<PAGE>   14


ITEM 2. PROPERTIES.

Properties

The Company maintains its home office in Dublin, California, and other offices,
manufacturing and warehouse facilities elsewhere in California and in Texas,
Ohio, Florida, Mississippi, Illinois, Connecticut, Indianapolis, Washington,
British Columbia, Ontario, England, France, Denmark and Poland. As of March 15,
2001, the Company's facilities were as follows:

<TABLE>
<CAPTION>
                                 APPROXIMATE
                                   SQUARE        OWNED OR                      LEASE
           LOCATION               FOOTAGE         LEASED       LESSEE          EXPIRES             FUNCTION
           --------             ------------     --------      -------         -------             --------
<S>                             <C>              <C>           <C>             <C>        <C>
Dublin, California                   35,400      Leased        Company          2007      Office
San Leandro, California              47,100      Leased (1)    SST              2001      Office, Manufacturing and
                                                                                            Warehouse
San Leandro, California              71,000      Owned                                    Office, Manufacturing and
                                                                                            Warehouse
San Leandro, California              57,000      Leased (2)    SST              2009      Manufacturing and
                                                                                            Warehouse
San Leandro, California              48,000      Owned                                    Office and Warehouse
San Leandro, California              27,000      Owned                                    Manufacturing and
                                                                                            Warehouse
San Leandro, California              61,800      Leased        SST              2002      Warehouse
Brea, California                     50,700      Owned                                    Office, Manufacturing and
                                                                                            Warehouse
Brea, California                     78,000      Owned                                    Office and Warehouse
Brea, California                     30,500      Owned                                    Office, Manufacturing and
                                                                                            Warehouse
Brea, California                     42,900      Owned                                    Warehouse
Brea, California                     19,200      Owned                                    Warehouse
McKinney, Texas                      84,300      Owned                                    Office, Manufacturing and
                                                                                            Warehouse
McKinney, Texas                     117,100      Owned                                    Office and Warehouse
Columbus, Ohio                      153,500      Leased (3)    SST              2005      Office, Manufacturing and
                                                                                            Warehouse
Jacksonville, Florida                74,600      Leased        SST              2001      Office and Warehouse
Addison, Illinois                    52,400      Leased        SST              2003      Office, Manufacturing and
                                                                                            Warehouse
Enfield, Connecticut                 55,100      Leased        SST              2003      Office and Warehouse
Kent, Washington                     24,000      Leased        SST              2004      Office, Manufacturing and
                                                                                            Warehouse
Manteca, California                 135,700      Leased        SST              2005      Office, Manufacturing and
                                                                                            Warehouse
Visalia, California                  50,000      Owned                                    Warehouse
Indianapolis, Indiana                19,000      Leased        SST              2005      Office, Manufacturing and
                                                                                            Warehouse
Tamworth, England                    78,100      Leased        SST (4)          2012      Office, Manufacturing and
                                                                                            Warehouse
Vacaville, California               125,000      Leased (5)    SDV              2007      Office, Manufacturing and
                                                                                            Warehouse
Vacaville, California               120,300      Owned                                    Office, Manufacturing and
                                                                                            Warehouse
Vacaville, California                40,200      Leased        SDV              2001      Warehouse
Fontana, California                  17,900      Leased        SDV              2001      Warehouse
Vicksburg, Mississippi              302,000      Owned                                    Office, Manufacturing and
                                                                                            Warehouse
</TABLE>


                                      -14-
<PAGE>   15


<TABLE>
<CAPTION>
                                 APPROXIMATE
                                   SQUARE        OWNED OR                      LEASE
           LOCATION               FOOTAGE         LEASED       LESSEE          EXPIRES             FUNCTION
           --------             ------------     --------      -------         -------             --------
<S>                             <C>              <C>           <C>             <C>        <C>

Langley, British Columbia            19,700      Leased        SST              2010      Warehouse
Toronto, Ontario                    104,000      Leased        SST (6)          2009      Office, Manufacturing and
                                                                                            Warehouse
Odder, Denmark                      162,500      Owned                                    Office, Manufacturing and
                                                                                            Warehouse
Warsaw, Poland                        5,100      Leased        SST (7)          2001      Office and Warehouse
St. Hermine, France                  11,300      Leased        SST (8)          2002      Office, Manufacturing and
                                                                                            Warehouse
St. Hermine, France                  20,900      Leased        SST (8)          2001      Office, Manufacturing and
                                                                                            Warehouse
St. Hermine, France                  15,900      Owned                                    Office, Manufacturing and
                                                                                            Warehouse
St. Gemme La Plaine, France          99,000      Owned (9)                                Office, Manufacturing and
                                                                                            Warehouse
</TABLE>

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

(1)  Lessor is Simpson Investment Company, a related party. In February 2001,
     the Company exercised its option to purchase this property for
     approximately $1.7 million. The purchase is expected to close in the second
     quarter of 2001. See Notes 9 and 15 to the Consolidated Financial
     Statements contained elsewhere herein.

(2)  Lessor is Doolittle Investors, a related party. In January 2001, the
     Company amended the lease to extend it to 2009. See Notes 9 and 15 to the
     Consolidated Financial Statements contained elsewhere herein.

(3)  Lessor is Columbus Westbelt Investment Company, a related party. See Note 9
     to the Consolidated Financial Statements contained elsewhere herein.

(4)  Lessee is Simpson Strong-Tie International, Inc., a wholly-owned subsidiary
     of SST.

(5)  Lessor is Vacaville Investors, a related party. See Note 9 to the
     Consolidated Financial Statements contained elsewhere herein.

(6)  Lessee is Simpson Strong-Tie Canada, Ltd., a wholly-owned subsidiary of
     SST.

(7)  Lessee is BMF Bygningsbeslag A/S, a wholly-owned subsidiary of SST.

(8)  Lessee is Simpson Strong-Tie, S.A., a wholly-owned subsidiary of SST.

(9)  Simpson Strong-Tie, S.A. has commenced construction of a new manufacturing
     and distribution facility in St. Gemme La Plaine, France, to replace its
     existing facilities in St. Hermine. The new facility is expected to be
     completed and occupied in 2001.

The Company also owns 63 acres of undeveloped land in McKinney, Texas. The
Company has vacated facilities that it leased in Vicksburg, Mississippi, and
Vancouver, British Columbia, and is attempting to sublease these facilities. The
Lessor of this Vicksburg facility is Vicksburg Investors, a related party. See
Note 9 to the Consolidated Financial Statements contained elsewhere herein.

The Company's manufacturing facilities are equipped with specialized equipment
and use extensive automation. The Company considers its existing and planned
facilities to be suitable and adequate for its operations as currently conducted
and as planned through 2001. The manufacturing facilities currently are being
operated with one full shift and at most plants with at least a partial second
or third shift. The Company anticipates that it may require additional
facilities to accommodate possible future growth.


                                      -15-
<PAGE>   16


ITEM 3. LEGAL PROCEEDINGS.

From time to time, the Company is involved in litigation that it considers to be
in the normal course of its business. No such litigation within the last five
years resulted in any material loss. The Company is not engaged in any legal
proceedings as of the date hereof, which the Company expects individually or in
the aggregate to have a material adverse effect on the Company's financial
condition or results of operations.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.


                                      -16-
<PAGE>   17


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock is listed on the New York Stock Exchange ("NYSE")
under the symbol "SSD." The following table shows the range of high and low
closing sale prices per share of the Common Stock as reported by the NYSE for
the calendar quarters indicated:

<TABLE>
<CAPTION>
                                                MARKET PRICE
                                         --------------------------
                  QUARTER                    HIGH            LOW
                                         ----------      ----------
<S>                                      <C>             <C>
2000
     Fourth .......................      $  51.0000      $  41.7500
     Third ........................         50.8750         44.5625
     Second .......................         53.0000         39.3125
     First ........................         45.6250         38.8750

1999
     Fourth .......................      $  46.8125      $  39.1875
     Third ........................         54.3750         45.3125
     Second .......................         49.1875         39.1875
     First ........................         40.2500         32.8750
</TABLE>

The Company estimates that as of March 1, 2001, 3,158 persons owned shares of
the Company's Common Stock either directly or through nominees.

The Company currently intends to retain its future earnings, if any, to finance
operations and fund internal growth and does not anticipate paying cash
dividends on the Company's Common Stock for the foreseeable future. Future
dividends, if any, will be determined by the Company's Board of Directors, based
on the Company's earnings, cash flow, financial condition and other factors
deemed relevant by the Board of Directors. In addition, existing loan agreements
require the Company to maintain Tangible Net Worth of $145.1 million plus 50% of
net profit after taxes for each fiscal year ending after June 30, 2000. This
requirement may limit the amount that the Company may pay out as dividends on
the common stock. As of December 31, 2000, the Company had a Tangible Net Worth
of $231.1 million.

In October 2000, the Board of Directors authorized the Company, for a period of
one year, to buy back up to $35 million of the Company's common stock. This
replaced the authorization from 1999 when the Board of Directors authorized a
buy back of up to $10 million. In the second half of 2000, the Company
repurchased 134,280 shares of its common stock at an average price of
approximately $43.95 per share.


                                      -17-
<PAGE>   18


ITEM 6. SELECTED FINANCIAL DATA.

The following table sets forth selected consolidated financial information with
respect to the Company for each of the five years ended December 31, 2000, 1999,
1998, 1997 and 1996, derived from the audited Consolidated Financial Statements
of the Company, the most recent three years of which appear elsewhere herein.
The data presented below should be read in conjunction with the Consolidated
Financial Statements and related Notes thereto and "Item 7 -- Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere herein.

<TABLE>
<CAPTION>
(Dollars in thousands, except                                           YEAR ENDED DECEMBER 31,
                                                   ----------------------------------------------------------------
per share data)                                       2000          1999         1998         1997         1996
                                                   -----------  -----------  -----------  -----------   -----------
<S>                                                <C>          <C>          <C>          <C>           <C>
STATEMENT OF OPERATIONS DATA:
Net sales                                          $   369,087  $   328,440  $   279,081  $   246,074   $   202,409
Cost of sales                                          227,306      195,839      170,045      149,279       124,394
                                                   -----------  -----------  -----------  -----------   -----------
Gross profit                                           141,781      132,601      109,036       96,795        78,015

Selling expense                                         37,410       32,204       24,706       23,113        20,104
General and administrative expense                      44,634       37,846       33,100       30,358        25,216
                                                   -----------  -----------  -----------  -----------   -----------
Income from operations                                  59,737       62,551       51,230       43,324        32,695

Interest income, net                                     3,010        1,669          940          429           595
                                                   -----------  -----------  -----------  -----------   -----------
Income before income taxes                              62,747       64,220       52,170       43,753        33,290

Provision for income taxes                              25,639       25,753       21,028       17,767        13,569
Minority interest                                       (1,246)          --           --           --            --
                                                   ------------ -----------  -----------  -----------   -----------
Net income                                         $    38,354  $    38,467  $    31,142  $    25,986   $    19,721
                                                   ===========  ===========  ===========  ===========   ===========

Diluted net income per share of common stock       $      3.12  $      3.14  $      2.58  $      2.17   $      1.68
                                                   ===========  ===========  ===========  ===========   ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                          AS OF DECEMBER 31,
                                                   ----------------------------------------------------------------
(Dollars in thousands)                                2000          1999         1998         1997         1996
                                                   -----------  -----------  -----------  -----------   -----------
<S>                                                <C>          <C>          <C>          <C>           <C>
BALANCE SHEET DATA:
Working capital                                    $   167,918  $   142,056  $   105,643  $    83,297   $    70,676
Property, plant and equipment, net                      63,823       61,144       54,965       42,925        28,688
Total assets                                           279,480      247,254      191,600      150,765       122,521
Total debt                                               2,405        2,764        2,896           30            --
Total liabilities                                       35,134       36,665       30,317       21,814        20,224
Total stockholders' equity                             243,591      210,589      161,282      128,951       102,297
</TABLE>


                                      -18-
<PAGE>   19


SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                  2000                                          1999
                               ------------------------------------------    ------------------------------------------
(Dollars in thousands,           FOURTH     THIRD     SECOND      FIRST       FOURTH      THIRD     SECOND      FIRST
except per share data)           QUARTER   QUARTER    QUARTER    QUARTER      QUARTER    QUARTER    QUARTER    QUARTER
                               ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
<S>                            <C>        <C>        <C>        <C>          <C>        <C>        <C>        <C>
Net sales                      $  85,599  $ 101,048  $  97,826  $  84,615    $  81,218  $  88,808  $  83,753  $  74,661
Cost of sales                     57,478     60,370     58,658     50,800       48,179     52,359     49,089     46,212
                               ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
Gross profit                      28,121     40,678     39,168     33,815       33,039     36,449     34,664     28,449

Selling expense                    9,323      9,806      9,729      8,553        8,141      8,123      8,042      7,898
General and
  administrative expense           9,683     12,656     11,647     10,648        9,446     10,278      9,999      8,122
                               ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
Income from operations             9,115     18,216     17,792     14,614       15,452     18,048     16,623     12,429

Interest income, net                 916        827        623        644          589        477        255        348
                               ---------  ---------  ---------  ---------    ---------  ---------  ---------  ---------
Income before income taxes        10,031     19,043     18,415     15,258       16,041     18,525     16,878     12,777

Provision for income taxes         4,023      7,852      7,586      6,178        6,411      7,408      6,805      5,129
Minority interest                   (281)      (274)      (495)      (196)          --         --         --         --
                               ---------- ---------- ---------- ----------   ---------  ---------  ---------  ---------
Net income                     $   6,289  $  11,465  $  11,324  $   9,276    $   9,630  $  11,117  $  10,073  $   7,648
                               =========  =========  =========  =========    =========  =========  =========  =========

Diluted net income per share
   of common stock             $    0.51  $    0.93  $    0.92  $    0.76    $    0.78  $    0.90  $    0.82  $    0.63
                               =========  =========  =========  =========    =========  =========  =========  =========
</TABLE>

The Company's results of operations fluctuate from quarter to quarter. The
fluctuations are caused by various factors, primarily the increase in
construction activity during warmer months of the year.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

Certain matters discussed below are forward-looking statements that involve
risks and uncertainties, certain of which are discussed in this and in other
reports filed by the Company with the Securities and Exchange Commission. Actual
results might differ materially from results suggested by any forward-looking
statements in this report.

The following is a discussion and analysis of the consolidated financial
condition and results of operations for the Company for the years ended December
31, 2000, 1999 and 1998, and of certain factors that may affect the Company's
prospective financial condition and results of operations. The following should
be read in conjunction with the Consolidated Financial Statements and related
Notes appearing elsewhere herein.

OVERVIEW

Annual net sales of the Company increased 32.3% to $369.1 million in 2000 from
$279.1 million in 1998. The increase in net sales resulted primarily from
increased geographic distribution and a broadening of the Company's customer
base and product lines, both internally and through acquisitions. Net sales
increased in 2000 from 1998 in all regions of the United States, with above
average rates of growth in California. Expansion into overseas markets also
contributed to the net sales growth over the last three years. For the year
ended December 31, 2000, gross profit margin decreased to 38.4%, from 40.4% in
1999 and 39.1% in 1998. The decrease was primarily due to LIFO charges in 2000
as well as increased costs related to slow moving inventory reserves. Income
from operations as a percentage of net sales decreased to 16.2% in 2000 from
19.1% in 1999 and 18.4% in 1998.


                                      -19-
<PAGE>   20

RESULTS OF OPERATIONS

The following table sets forth, for the years indicated, the percentage of net
sales of certain items in the Company's consolidated statements of operations.

<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                                              --------------------------------------------
                                                                2000              1999             1998
                                                              ---------         --------         ---------
<S>                                                           <C>               <C>              <C>
                  Net sales                                      100.0%           100.0%            100.0%
                  Cost of sales                                   61.6%            59.6%             60.9%
                                                              ---------         --------         ---------
                  Gross profit                                    38.4%            40.4%             39.1%
                  Selling expense                                 10.1%             9.8%              8.9%
                  General and administrative expense              12.1%            11.5%             11.9%
                                                              ---------         --------         ---------
                  Income from operations                          16.2%            19.1%             18.4%
                  Interest income, net                             0.8%             0.5%              0.3%
                                                              ---------         --------         ---------
                  Income before income taxes                      17.0%            19.6%             18.7%
                  Provision for income taxes                       6.9%             7.9%              7.5%
                  Minority interest                               (0.3%)              --                --
                                                              ----------        --------         ---------
                  Net income                                      10.4%            11.7%             11.2%
                                                              =========         ========         =========
</TABLE>

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2000 AND 1999

Net Sales

Net sales increased 12.4% to $369.1 million in 2000 from $328.4 million in 1999.
Net sales of Simpson Strong-Tie's products increased 16.4% to $303.8 million in
2000 from $260.9 million in 1999, while net sales of Simpson Dura-Vent's
products decreased by 3.2% to $65.3 million in 2000 from $67.5 million in 1999.
SDV accounted for approximately 17.7% of the Company's total net sales in 2000,
a decrease from 20.6% in 1999. The increase in net sales at SST resulted from an
increase in sales volume and a small increase in average prices, while the
decrease in net sales at SDV resulted from a decrease in sales volume, offset
slightly by an increase in average prices. Most of the Company's sales growth
occurred domestically, particularly in California. International sales
contributed to the annual increase, due in part to the acquisition of Furfix in
the third quarter of 1999. See "Item 1. Business. Acquisitions and Expansion
into New Markets." Contractor distributors and home centers were the fastest
growing connector sales channels. The sales increase was broad based across most
of SST's major product lines. SST's Strong-Wall and Anchor Systems product lines
had the highest growth rates. With the exception of pellet vent products, sales
in 2000 of all of SDV's major product lines declined compared to sales in 1999.

Gross Profit

Gross profit increased 6.9% to $141.8 million in 2000 from $132.6 million in
1999. As a percentage of net sales, gross profit decreased to 38.4% in 2000 from
40.4% in 1999. This decrease was primarily due to a LIFO charge of approximately
$1.7 million in 2000, compared to a LIFO gain of approximately $1.9 million in
1999, as well as increased costs related to slow moving inventory reserves.

Selling Expense

Selling expense increased 16.2% to $37.4 million in 2000 from $32.2 million in
1999. The increase was primarily due to higher personnel costs related to the
increase in the number of sales and merchandising personnel, particularly those
associated with selling the Anchor Systems product line, as well as increased
promotional expenses.

General and Administrative Expense

General and administrative expenses increased 17.9% to $44.6 million in 2000
from $37.8 million in 1999, and increased as a percentage of net sales to 12.1%
in 2000 from 11.5% in 1999. The increase was primarily due to higher personnel
and other administrative overhead costs, including costs associated with the
operation of Keybuilder.com and the acquisitions of Furfix in 1999 and ATS and
Masterset in 2000. See "Item 1. Business.

Acquisitions and Expansion into New Markets." Cash profit sharing expenses also
increased relative to 1999 as a result of higher operating income through the
first nine months of 2000.

                                      -20-
<PAGE>   21


European Operations

For its combined European operations, the Company recorded an after-tax net loss
of $2.3 million in 2000, including $2.1 million in intercompany interest
charges, compared to after-tax net losses of $2.4 million in 1999. These losses
are primarily associated with the Company's UK operations. Amortization of the
intangible assets associated with the acquisition of Furfix as well as
depreciation on capital equipment and other administrative overhead costs
incurred related to the growing operations contributed significantly to the
losses. The Company expects the losses in the UK to continue through at least
2002.

In January 2001, Simpson Strong-Tie International, Inc. ("SSTI"), a subsidiary
of the Company, purchased 100% of the shares of BMF Bygningsbeslag A/S ("BMF")
of Denmark. The purchase price was approximately $12.8 million in cash with an
additional amount of approximately $2.6 million possible based on operating
performance. See "Item 1. Business. Acquisitions and Expansion into New
Markets." BMF is a leading connector manufacturer in northern and central
Europe.

Other Information

In July 2000, Simpson Strong-Tie purchased the assets of Anchor Tiedown Systems,
Inc. ("ATS"). ATS manufactures and distributes the MBR product line used to
anchor multi-story buildings with a threaded rod hold down system. The purchase
price was approximately $4.6 million in cash. In December 2000, SST purchased
the assets of Masterset Fastening Systems, Inc. ("Masterset") for approximately
$2.3 million in cash plus an earnout of up to $0.3 million. Masterset sells a
quality system of specially designed powder actuated fasteners and installation
tools.

In the first quarter of 2000, Simpson Strong-Tie and Keymark Enterprises, Inc.,
("Keymark") formed Keybuilder.com, LLC to develop software and services that can
link designers, engineers and building material suppliers and assist engineers
in the design and construction of residential structures. Effective January 1,
2001, the Company, through the exercise of an option, acquired 30% of Keymark
Enterprises, LLC, a successor to a portion of the business of Keymark. Neither
Keybuilder.com, LLC nor Keymark Enterprises, LLC has or in the foreseeable
future is expected to generate significant revenues or profits. The Company
hopes that the software that is developed by Keymark Enterprises, LLC will also
benefit SST's future connector sales through continued specification of its
products. The Company has not committed to investing additional money on this
project.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 1999 AND 1998

Net Sales

Net sales increased 17.7% to $328.4 million in 1999 from $279.1 million in 1998.
Net sales of Simpson Strong-Tie's products increased 18.4% to $260.9 million in
1999 from $220.3 million in 1998, while net sales of Simpson Dura-Vent's
products increased by 14.9% to $67.5 million in 1999 from $58.8 million in 1998.
SDV accounted for approximately 20.6% of the Company's total net sales in 1999,
a decrease from 21.1% in 1998. The increases in net sales at both SST and SDV
resulted from increases in sales volume, with an overall decrease in average
prices. Most of the sales growth occurred domestically, particularly in
California and the midwestern and southeastern regions of the country.
International sales grew at approximately the same rate as the rest of the
Company, partially due to the acquisition of Furfix Products Limited and Easy
Arches Limited (together, "Furfix"), in the third quarter of 1999. See "Item 1.
Business. Acquisitions and Expansion into New Markets." Home centers were the
fastest growing connector sales channel. The sales increase was broad based
across most of SST's major product lines. Anchor Systems products had the
highest growth rate in sales and SST's new Strong-Wall product line also
experienced strong sales growth. Sales of most of SDV's major product lines
increased in 1999 compared to 1998, led by above average growth rates for its
chimney products and Direct-Vent product lines.

Gross Profit

Gross profit increased 21.6% to $132.6 million in 1999 from $109.0 million in
1998. As a percentage of net sales, gross profit increased to 40.4% in 1999 from
39.1% in 1998. This increase resulted from an increase in the LIFO gain to $1.9
in 1999 from $0.5 million in 1998, as well as lower overall product costs.


                                      -21-
<PAGE>   22

Selling Expense

Selling expense increased 30.3% to $32.2 million in 1999 from $24.7 million in
1998. The increase was primarily due to higher promotional expenses, as well as
to higher personnel costs, including those associated with the increase in the
number of sales and merchandising personnel.

General and Administrative Expense

General and administrative expenses increased 14.0% to $37.8 million in 1999
from $33.1 million in 1998, but decreased as a percentage of net sales to 11.5%
in 1999 from 11.9% in 1998. The increase in these expenses was primarily due to
increased cash profit sharing, which resulted from higher operating profit, and
other administrative overhead costs.

European Operations

In August 1999, Simpson Strong-Tie International, Inc. ("SSTI"), a subsidiary of
the Company, purchased the assets of Furfix which manufactures a line of
structural connectors for the wood and masonry construction markets in the
United Kingdom and Europe. The purchase price was approximately $7.8 million in
cash plus an earnout based on future operating performance. Included in the
purchase price were costs associated with the closure of Furfix's existing
facility and integration into SSTI's facility in Tamworth, England.

For its combined European operations, including the operations of Furfix, the
Company recorded an after-tax net loss of $2.4 million in 1999, including $1.9
million in intercompany interest charges, compared to after-tax net losses of
$2.3 million in 1998. These losses are primarily associated with the Company's
UK operations. Depreciation on purchased capital equipment and administrative
and other overhead costs incurred related to the growing operations contributed
significantly to the losses.


LIQUIDITY AND SOURCES OF CAPITAL

The Company's liquidity needs arise principally from working capital
requirements, capital expenditures and asset acquisitions. During the three
years ended December 31, 2000, the Company has relied primarily on internally
generated funds to finance these needs. The Company's working capital
requirements are seasonal with the highest working capital needs typically
occurring in the second and third quarters of the year. Cash and cash
equivalents were $59.4 million and $54.5 million at December 31, 2000 and 1999,
respectively. Working capital was $167.9 million and $142.1 million at December
31, 2000 and 1999, respectively. As of December 31, 2000, the Company had
approximately $2.4 million in debt outstanding and had available to it unused
credit facilities of approximately $21.0 million.

The Company had cash flows from operating activities of $30.9 million, $36.0
million and $34.7 million for 2000, 1999 and 1998, respectively. In 2000, cash
was provided by net income, before removing Keymark's share of the loss related
to the Keybuilder.com, LLC joint venture, of $37.1 million and noncash expenses,
such as depreciation and amortization, of $13.1 million. Operating cash flows
were also increased by increases in trade accounts payable and accrued
liabilities, totaling approximately $3.6 million. The Company's primary
operating cash flow requirements resulted from increased levels of inventory and
accounts receivable that were required as the Company's sales increased. In
2000, 1999 and 1998, the Company used cash of $14.1 million, $23.9 million and
$10.8 million, respectively, to fund inventory and accounts receivable
requirements. Prepayment of income taxes payable, increased deferred taxes and a
decreased amount due for accrued cash profit sharing and commissions in the
fourth quarter of 2000 also accounted for approximately $7.6 million cash used.
The balance of the cash used in 2000 resulted from changes in the other current
asset and liability accounts.

Cash used in investing activities was $20.5 million, $23.3 million and $20.0
million for 2000, 1999 and 1998, respectively. Asset acquisitions, primarily
related to the purchase of ATS and Masterset, and capital expenditures related
primarily to expanding capacity, decreased to $20.7 million in 2000 from $23.6
million in 1999. In 2000, approximately $2.5 million of such capital
expenditures was used for real estate and related purchases.

Financing activities used net cash of $5.3 million in 2000 and provided $4.4
million and $3.4 million in 1999 and 1998, respectively. In 2000, cash was used
primarily to repurchase the Company's Common Stock on the open


                                      -22-
<PAGE>   23



market. Offsetting the buyback, approximately $0.9 million in cash was provided
by the issuance of Common Stock through the exercise of stock options by
employees of the Company.

The Company believes that cash generated by operations, borrowings available
under its existing credit agreements, the majority of which have been renewed
through at least November 2001, and other available financing will be sufficient
for the Company's working capital needs and planned capital expenditures through
at least 2001.

INFLATION

The Company believes that the effect of inflation on the Company has not been
material in recent years, as inflation rates have remained low.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


                                      -23-
<PAGE>   24


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                         SIMPSON MANUFACTURING CO., INC.
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<S>                                                                        <C>
  Financial Statements
    Report of Independent Accountants..................................... 25
    Consolidated Balance Sheets at December 31, 2000 and 1999............. 26
    Consolidated Statements of Operations for the years ended
      December 31, 2000, 1999 and 1998.................................... 27
    Consolidated Statements of Stockholders' Equity for the years ended
      December 31, 1998, 1999 and 2000.................................... 28
    Consolidated Statements of Cash Flows for the years ended
      December 31, 2000, 1999 and 1998.................................... 29
    Notes to the Consolidated Financial Statements........................ 30

  Financial Statement Schedule
    Schedule II -- Valuation and Qualifying Accounts...................... 43
</TABLE>


                                      -24-
<PAGE>   25



                        REPORT OF INDEPENDENT ACCOUNTANTS





To the Board of Directors and Stockholders of Simpson Manufacturing Co., Inc.:

In our opinion, the accompanying consolidated financial statements listed in the
index on page 24 of this Form 10-K present fairly, in all material respects, the
financial position of Simpson Manufacturing Co., Inc. and its subsidiaries at
December 31, 2000 and 1999, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule listed in
the accompanying index presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and the financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and the
financial statement schedule based on our audits. We conducted our audits of
these financial statements in accordance with auditing standards generally
accepted in the United States of America which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.




/s/PricewaterhouseCoopers LLP

San Francisco, California
February 9, 2001, except for Note 15
   for which the date is March 9, 2001


                                      -25-
<PAGE>   26


                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                            ---------------------------------
                                                                2000                1999
                                                            -------------       -------------
<S>                                                         <C>                 <C>
                     ASSETS
Current assets
   Cash and cash equivalents                                $  59,417,658       $  54,509,610
   Trade accounts receivable, net                              45,584,186          42,420,223
   Inventories                                                 85,112,695          72,751,245
   Deferred income taxes                                        5,487,254           4,745,534
   Other current assets                                         5,040,017           1,323,215
                                                            -------------       -------------
     Total current assets                                     200,641,810         175,749,827

Property, plant and equipment, net                             63,822,513          61,143,524
Investments                                                       354,414             374,455
Other noncurrent assets                                        14,660,979           9,986,187
                                                            -------------       -------------
       Total assets                                         $ 279,479,716       $ 247,253,993
                                                            =============       =============

   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Notes payable and current portion of long-term debt      $     335,754       $     349,541
   Trade accounts payable                                      14,630,941          12,780,621
   Accrued liabilities                                          9,373,007           7,819,155
   Accrued profit sharing trust contributions                   3,929,043           3,504,286
   Accrued cash profit sharing and commissions                  2,979,060           4,531,861
   Accrued workers' compensation                                1,475,764           1,345,764
   Income taxes payable                                                --           3,362,254
                                                            -------------       -------------
       Total current liabilities                               32,723,569          33,693,482

Long-term debt, net of current portion                          2,069,028           2,414,562
Long-term liabilities                                             341,600             556,783
                                                            -------------       -------------
       Total liabilities                                       35,134,197          36,664,827
                                                            -------------       -------------

Minority interest in consolidated subsidiaries                    754,278                  --
                                                            -------------       -------------

Commitments and contingencies (Note 9)

Stockholders' equity
   Preferred Stock, par value $0.01; authorized
     shares, 5,000,000; issued and outstanding
     shares, none                                                      --                  --
   Common Stock, par value $0.01; authorized
     shares, 20,000,000; issued and
     outstanding shares, 11,966,732 and 12,018,839 at
     December 31, 2000 and 1999, respectively                  40,968,501          44,716,488
   Retained earnings                                          204,811,703         166,457,600
   Accumulated other comprehensive income                      (2,188,963)           (584,922)
                                                            -------------       -------------
     Total stockholders' equity                               243,591,241         210,589,166
                                                            -------------       -------------
       Total liabilities and stockholders' equity           $ 279,479,716       $ 247,253,993
                                                            =============       =============
</TABLE>

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

                                      -26-
<PAGE>   27

                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                              YEARS ENDED DECEMBER 31,
                                                   ----------------------------------------------------
                                                       2000                1999               1998
                                                   -------------       -------------      -------------
<S>                                                <C>                 <C>                <C>
Net sales                                          $ 369,087,813       $ 328,439,897      $ 279,081,489
Cost of sales                                        227,306,484         195,839,260        170,044,933
                                                   -------------       -------------      -------------
     Gross profit                                    141,781,329         132,600,637        109,036,556
                                                   -------------       -------------      -------------

Operating expenses
   Selling                                            37,409,957          32,204,008         24,706,371
   General and administrative                         44,633,965          37,845,480         33,100,454
                                                   -------------       -------------      -------------
                                                      82,043,922          70,049,488         57,806,825
                                                   -------------       -------------      -------------

     Income from operations                           59,737,407          62,551,149         51,229,731

Interest income, net                                   3,009,974           1,669,243            939,792
                                                   -------------       -------------      -------------

     Income before income taxes                       62,747,381          64,220,392         52,169,523

Provision for income taxes                            25,639,000          25,753,000         21,028,000
Minority interest                                     (1,245,722)                 --                 --
                                                   -------------       -------------      -------------

       Net income                                  $  38,354,103       $  38,467,392      $  31,141,523
                                                   =============       =============      =============

Net income per common share
   Basic                                           $        3.19       $        3.25      $        2.69
   Diluted                                         $        3.12       $        3.14      $        2.58

Weighted average number of shares outstanding
   Basic                                              12,022,704          11,837,315         11,560,454
   Diluted                                            12,294,922          12,233,865         12,048,197
</TABLE>




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


                                      -27-
<PAGE>   28



                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000


<TABLE>
<CAPTION>
                                                                                            ACCUMULATED
                                                                                                OTHER
                                                 COMMON STOCK                 RETAINED      COMPREHENSIVE
                                           SHARES            AMOUNT           EARNINGS          INCOME             TOTAL
                                         -----------       -----------      ------------      -----------       -----------
<S>                                      <C>               <C>               <C>              <C>               <C>
Balance, January 1, 1998                  11,517,113       $32,377,563      $ 96,848,685      $  (275,725)     $128,950,523
   Comprehensive income:
     Net income                                   --                --        31,141,523               --        31,141,523
     Other comprehensive income:
       Translation adjustment                     --                --                --         (155,965)         (155,965)
                                                                                                               ------------
   Comprehensive income                                                                                          30,985,558
   Options exercised                          57,147           576,343                --               --           576,343
   Tax benefit of options exercised               --           600,045                --               --           600,045
   Common stock issued at
     $33.3125 per share                        5,100           169,894                --               --           169,894
                                         -----------       -----------      ------------      -----------       -----------
Balance, December 31, 1998                11,579,360        33,723,845       127,990,208         (431,690)      161,282,363
   Comprehensive income:
     Net income                                   --                --        38,467,392               --        38,467,392
     Other comprehensive income:
       Translation adjustment                     --                --                --         (153,232)         (153,232)
                                                                                                               ------------
   Comprehensive income                                                                                          38,314,160
   Options exercised                         436,279         4,568,970                --               --         4,568,970
   Tax benefit of options exercised               --         6,303,873                --               --         6,303,873
   Common stock issued at
     $37.4375 per share                        3,200           119,800                --               --           119,800
                                         -----------       -----------      ------------      -----------      ------------
Balance, December 31, 1999                12,018,839        44,716,488       166,457,600         (584,922)      210,589,166
   Comprehensive income:
     Net income                                   --                --        38,354,103               --        38,354,103
     Other comprehensive income:
       Translation adjustment                     --                --                --       (1,604,041)       (1,604,041)
                                                                                                               ------------
   Comprehensive income                                                                                          36,750,062
   Options exercised                          77,673           902,898                --               --           902,898
   Tax benefit of options exercised               --         1,054,238                --               --         1,054,238
   Buyback of common stock                  (134,280)       (5,901,998)               --               --        (5,901,998)
   Common stock issued at
     $43.75 per share                          4,500           196,875                --               --           196,875
                                         -----------       -----------      ------------      -----------      ------------
Balance, December 31, 2000                11,966,732       $40,968,501      $204,811,703      $(2,188,963)     $243,591,241
                                         ===========       ===========      ============      ===========      ============
</TABLE>


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


                                      -28-
<PAGE>   29


                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                                --------------------------------------------------
                                                                    2000               1999               1998
                                                                ------------       ------------       ------------
<S>                                                             <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                   $ 38,354,103       $ 38,467,392       $ 31,141,523
                                                                ------------       ------------       ------------
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Loss (gain) on sale of capital equipment                        (55,969)           (44,649)            24,226
     Depreciation and amortization                                13,135,982         10,861,925          8,257,937
     Minority interest                                            (1,245,722)                --                 --
     Deferred income taxes and other long-term liabilities        (1,362,889)          (970,301)          (505,434)
     Equity in loss (income) of affiliates                           (23,195)           107,273             (9,000)
     Noncash compensation related to stock plans                     196,875            119,800            169,894
     Changes in operating assets and liabilities, net of
       effects of acquisitions:
       Trade accounts receivable, net                             (2,510,320)        (8,331,101)        (9,463,554)
       Inventories                                               (11,573,449)       (15,563,766)        (1,357,108)
       Other current assets                                       (1,233,190)           (40,401)           440,773
       Other noncurrent assets                                      (738,506)        (1,322,851)          (509,138)
       Trade accounts payable                                      2,023,783          1,019,384          2,948,041
       Accrued liabilities                                         1,620,192          2,227,864             84,388
       Accrued profit sharing trust contributions                    431,918            330,924            286,487
       Accrued cash profit sharing and commissions                (1,552,527)           512,055            924,972
       Accrued workers' compensation                                 130,000            466,492            220,000
       Income taxes payable                                       (4,726,708)         8,200,744          2,065,429
                                                                ------------       ------------       ------------
         Total adjustments                                        (7,483,725)        (2,426,608)         3,577,913
                                                                ------------       ------------       ------------

           Net cash provided by operating activities              30,870,378         36,040,784         34,719,436
                                                                ------------       ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                          (14,421,672)       (15,305,226)       (20,057,435)
   Proceeds from sale of capital equipment                           188,809            263,158             57,069
   Asset acquisitions, net of cash acquired and equity
     interest already owned                                       (6,250,783)        (8,266,403)                --
                                                                ------------       ------------       ------------
           Net cash used in investing activities                 (20,483,646)       (23,308,471)       (20,000,366)
                                                                ------------       ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Issuance of debt                                                  148,310            266,700          3,019,247
   Repayment of debt                                                (495,833)          (398,484)          (152,966)
   Buyback of common stock                                        (5,901,998)                --                 --
   Issuance of Company's common stock                                902,898          4,568,970            576,343
                                                                ------------       ------------       ------------
    Net cash provided by (used in) financing activities           (5,346,623)         4,437,186          3,442,624
                                                                ------------       ------------       ------------

Effect of exchange rate changes on cash                             (132,061)           (62,339)          (177,933)
                                                                ------------       ------------       ------------

           Net increase in cash and cash equivalents               4,908,048         17,107,160         17,983,761
Cash and cash equivalents at beginning of period                  54,509,610         37,402,450         19,418,689
                                                                ------------       ------------       ------------
Cash and cash equivalents at end of period                      $ 59,417,658       $ 54,509,610       $ 37,402,450
                                                                ============       ============       ============

       SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE YEAR FOR
   Interest, net of Amounts capitalized                         $    235,584       $    268,184       $    180,607
                                                                ============       ============       ============
   Income taxes                                                 $ 31,321,526       $ 18,964,736       $ 18,660,244
                                                                ============       ============       ============
</TABLE>


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


                                      -29-
<PAGE>   30


                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Operations and Summary of Significant Accounting Policies

Nature of Operations

Simpson Manufacturing Co., Inc., through its subsidiaries Simpson Strong-Tie
Company Inc. ("Simpson Strong-Tie") Simpson Dura-Vent Company, Inc. and its
other subsidiaries (collectively, the "Company"), designs, engineers and
manufactures wood-to-wood, wood-to-concrete and wood-to-masonry connectors and
shearwalls and venting systems for gas and wood burning appliances and markets
its products to the residential construction, light industrial and commercial
construction, remodeling and do-it-yourself markets. Simpson Strong-Tie also
offers a line of adhesives, mechanical anchors and powder actuated tools for
concrete, masonry and steel.

The Company operates exclusively in the building products industry segment. The
Company's products are sold primarily throughout the United States of America.
Revenues have some geographic market concentration on the West Coast. A portion
of the Company's business is therefore dependent upon economic activity within
this region and market.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of Simpson
Manufacturing Co., Inc. and its subsidiaries. Investments in less than 50% owned
affiliates are accounted for using the equity method. All significant
intercompany transactions have been eliminated.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Inventory Valuation

Inventories are valued at the lower of cost or market, with cost determined
under the last-in, first-out (LIFO) method, except in Europe, Canada and South
America, where inventories of approximately $9,794,000 and $9,269,000 at
December 31, 2000 and 1999, respectively, are valued using the first-in,
first-out (FIFO) method.

Property, Plant and Equipment

Property, plant and equipment is carried at cost. Major renewals and betterments
are capitalized; maintenance and repairs are expensed on a current basis. When
assets are sold or retired, their costs and accumulated depreciation are removed
from the accounts; the resulting gains or losses are reflected in the
consolidated statements of operations.


                                      -30-
<PAGE>   31

Depreciation and Amortization

Depreciation of property, plant and equipment is provided for using accelerated
methods over the following estimated useful lives:

Factory machinery and equipment                   5 to 10 years
Automobiles, trucks and other equipment           3 to 10 years
Office equipment                                  3 to 8 years
Buildings and site improvements                  20 to 45 years

Leasehold improvements are amortized using the straight-line method over the
shorter of the expected life or the remaining term of the lease. Amortization of
intangible assets is computed using the straight-line method over the estimated
useful lives of the asset.

Product Research and Development Costs

Product research and development costs, which are included in cost of sales,
were charged against income as incurred and approximated $2,226,000, $1,809,000
and $1,518,000 in 2000, 1999 and 1998, respectively.

Tooling Costs

Tool and die costs are included in product costs in the year incurred.

Income Taxes

Income taxes are calculated using an asset and liability approach. The provision
for income taxes includes federal and state taxes currently payable and deferred
taxes, due to temporary differences between the financial statement and tax
bases of assets and liabilities. In addition, the future tax benefits are
recognized to the extent that realization of such benefits is more likely than
not.

Foreign Currency Translation

The local currency is the functional currency of the Company's operations in
Europe and Canada. Assets and liabilities denominated in foreign currencies are
translated using the exchange rate on the balance sheet date. Revenues and
expenses are translated using average exchange rates prevailing during the year.
The translation adjustment resulting from this process is shown separately as a
component of stockholders' equity. Foreign currency transaction gains or losses
are included in the determination of net income.

Common Stock

Subject to the rights of holders of any Preferred Stock that may be issued in
the future, holders of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors (the
"Board") out of legally available funds and in the event of liquidation,
dissolution or winding-up of the Company, to share ratably in all assets
available for distribution. The holders of Common Stock have no preemptive or
conversion rights. Subject to the rights of any Preferred Stock that may be
issued in the future, the holders of Common Stock are entitled to one vote per
share on any matter submitted to a vote of the stockholders, except that, on
giving notice as required by law and subject to compliance with other statutory
conditions, stockholders may cumulate their votes in an election of directors,
and each stockholder may give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of shares held by
such stockholder or may distribute such stockholder's votes on the same
principle among as many candidates as such stockholder thinks fit. There are no
redemption or sinking fund provisions applicable to the Common Stock.


                                      -31-
<PAGE>   32

In 1999, the Company declared a dividend distribution of one Right to purchase
Series A Participating Preferred Stock per share of Common Stock. The Rights
will be exercisable, unless redeemed earlier by the Company, if a person or
group acquires, or obtains the right to acquire, 15% or more of the outstanding
shares of Common Stock or commences a tender or exchange offer that would result
in it acquiring 15% or more of the outstanding shares of Common Stock, either
event occurring without the prior consent of the Company. The amount of Series A
Participating Preferred Stock that the holder of a Right is entitled to receive
and the purchase price payable on exercise of a Right are both subject to
adjustment. Any person or group that acquires 15% or more of the outstanding
shares of Common Stock without the prior consent of the Company would not be
entitled to this purchase. Any stockholder who holds 25% or more of the
Company's Common Stock on the date of the Rights distribution would not be
treated as having acquired 15% or more of the outstanding shares unless such
stockholder's ownership is increased to more than 40% of the outstanding shares.

The Rights will expire on July 29, 2009, or they may be redeemed by the Company
at one cent per Right prior to that date. The Rights do not have voting or
dividend rights and, until they become exercisable, have no dilutive effect on
the earnings of the Company. One million shares of the Company's Preferred Stock
have been designated Series A Participating Preferred Stock and reserved for
issuance on exercise of the Rights. No event during 2000 made the Rights
exercisable.

Preferred Stock

The Board has the authority to issue the authorized and unissued Preferred Stock
in one or more series with such designations, rights and preferences as may be
determined from time to time by the Board. Accordingly, the Board is empowered,
without stockholder approval, to issue Preferred Stock with dividend,
liquidation, conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of the Company's Common Stock.

Net Income per Common Share

Basic net income per common share is computed based upon the weighted average
number of common shares outstanding. Common equivalent shares, using the
treasury stock method, are included in the diluted per-share calculations for
all periods when the effect of their inclusion is dilutive.

The following is a reconciliation of basic earnings per share ("EPS") to diluted
EPS:

<TABLE>
<CAPTION>
                                                      2000                                            1999
                                   ------------------------------------------       ------------------------------------------
                                                                      PER                                              PER
                                     INCOME          SHARES          SHARE            INCOME          SHARES          SHARE
                                   ----------      ----------      ----------       -----------     ----------      ----------
<S>                                <C>             <C>             <C>              <C>             <C>             <C>
BASIC EPS
Income available to
  common stockholders              $38,354,103     12,022,704      $     3.19       $38,467,392     11,837,315      $     3.25

EFFECT OF DILUTIVE SECURITIES
Stock options                               --        272,218           (0.07)               --        396,550           (0.11)
                                   -----------     ----------      ----------       -----------     ----------      ----------

DILUTED EPS
Income available to
  common stockholders              $38,354,103     12,294,922      $     3.12       $38,467,392     12,233,865      $     3.14
                                   ===========     ==========      ==========       ===========     ==========      ==========
</TABLE>


<TABLE>
<CAPTION>
                                                        1998
                                     ------------------------------------------
                                                                        PER
                                      INCOME          SHARES           SHARE
                                     ----------      ----------      ----------
<S>                                  <C>             <C>             <C>
BASIC EPS
Income available to
  common stockholders                $31,141,523     11,560,454      $     2.69

EFFECT OF DILUTIVE SECURITIES
Stock options                                --         487,743           (0.11)
                                     ----------      ----------      ----------

DILUTED EPS
Income available to
  common stockholders                $31,141,523     12,048,197      $     2.58
                                     ===========     ==========      ==========
</TABLE>


Comprehensive Income

Comprehensive income, which is included in the consolidated statement of
stockholders' equity, is defined as net income and other comprehensive income.
Other comprehensive income includes changes in foreign currency translation
adjustments recorded directly into stockholders' equity.


                                      -32-
<PAGE>   33

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of
credit risk consist of cash in banks, short-term investments in U.S. Treasury
instruments and trade accounts receivable. The Company maintains its cash in
demand deposit and money market accounts held primarily by two banks.

Adoption of Statements of Financial Accounting Standards

In June 2000, Financial Accounting Standards Board ("FASB") statement No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities--an amendment of FASB statement No. 133" was issued. FASB statement
No. 133 was amended by FASB statement No. 137, which deferred the effective date
of implementation to the first quarter of fiscal years beginning after June 15,
2000. FASB statement No. 133 requires companies to record derivative financial
instruments on the balance sheet as assets or liabilities, as appropriate, at
fair value. Gains or losses resulting from changes in the fair value of those
derivatives are accounted for depending on the use of the derivative and whether
it qualifies for hedge accounting. The Company does not believe that the
implementation of this standard will have a material effect on its financial
position or results of operations.

Reclassifications

Certain prior year amounts have been reclassified to conform to the 2000
presentation with no effect on net income or retained earnings as previously
reported.


2. Acquisitions

In July 2000, Simpson Strong-Tie purchased the assets of Anchor Tiedown Systems,
Inc. ("ATS"). ATS manufactures and distributes a product line used to anchor
multi-story buildings with a threaded rod hold down system. The purchase price
was approximately $4.6 million in cash. In December 2000, Simpson Strong-Tie
purchased the assets of Masterset Fastening Systems, Inc. ("Masterset") for
approximately $2.3 million in cash plus an earnout of up to $0.3 million.
Masterset sells a system of specially designed powder actuated fasteners and
installation tools.

In August 1999, Simpson Strong-Tie International, Inc. ("SSTI"), a subsidiary of
the Company, purchased the assets of Furfix Products Limited and Easy Arches
Limited (together, "Furfix"), which manufacture a line of structural connectors
for the wood and masonry construction markets in the United Kingdom and Europe.
The purchase price was approximately $7.8 million in cash plus an earnout based
on future operating performance. Included in the purchase price were costs
associated with the closure of Furfix's existing facility and integration into
SSTI's facility in Tamworth, England.


3.       Trade Accounts Receivable

Trade accounts receivable consist of the following:

<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                     -------------------------------
                                          2000               1999
                                     ------------       ------------
<S>                                  <C>                <C>
Trade accounts receivable            $ 47,119,344       $ 43,952,137
Allowance for doubtful accounts        (1,201,289)        (1,203,147)
Allowance for sales discounts            (333,869)          (328,767)
                                     ------------       ------------
                                     $ 45,584,186       $ 42,420,223
                                     ============       ============
</TABLE>

The Company sells product on credit and generally does not require collateral.



                                      -33-
<PAGE>   34


4. Inventories

The components of inventories consist of the following:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                  -------------------------------
                                                                       2000             1999
                                                                  --------------    -------------
<S>                                                               <C>               <C>
    Raw materials                                                 $   26,883,866    $  22,816,584
    In-process products                                               10,863,721        7,593,038
    Finished products                                                 47,365,108       42,341,623
                                                                  --------------    -------------
                                                                  $   85,112,695    $  72,751,245
                                                                  ==============    =============
</TABLE>

At December 31, 2000, the replacement value of LIFO inventories exceeded LIFO
cost by approximately $157,000. At December 31, 1999, LIFO cost exceeded the
replacement value of LIFO inventories by approximately $1,503,000.


5. Property, Plant and Equipment, net

Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                  -------------------------------
                                                                       2000             1999
                                                                  --------------    -------------
<S>                                                               <C>               <C>
    Land                                                          $    4,454,322    $   4,316,015
    Buildings and site improvements                                   27,634,848       26,724,935
    Leasehold improvements                                             4,042,063        3,942,613
    Machinery and equipment                                           88,221,556       81,147,265
                                                                  --------------    -------------
                                                                     124,352,789      116,130,828
    Less accumulated depreciation and amortization                   (69,293,151)     (58,949,908)
                                                                  ---------------   --------------
                                                                      55,059,638       57,180,920
    Capital projects in progress                                       8,762,875        3,962,604
                                                                  --------------    -------------
                                                                  $   63,822,513    $  61,143,524
                                                                  ==============    =============
</TABLE>

Included in property, plant and equipment at December 31, 2000 and 1999, are
fully depreciated assets with an original cost of approximately $26,475,000 and
$24,453,000, respectively. These fully depreciated assets are still in use in
the Company's operations.


6. Investments

The Company's 49% investment in Bulldog-Simpson GmbH is accounted for using the
equity method. The Company's equity in the earnings or losses of its equity
investments was not material in any of the three years in the period ended
December 31, 2000.


7.       Accrued Liabilities

Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                  -------------------------------
                                                                       2000             1999
                                                                  --------------    -------------
<S>                                                               <C>               <C>
    Sales incentive and advertising allowances                    $    4,372,473    $   3,138,607
    Vacation liability                                                 1,713,400        1,505,409
    Other                                                              3,287,134        3,175,139
                                                                  --------------    -------------
                                                                  $    9,373,007    $   7,819,155
                                                                  ==============    =============
</TABLE>


                                      -34-
<PAGE>   35


8. Debt

The outstanding debt at December 31, 2000 and 1999, and the available credit at
December 31, 2000, consisted of the following:


<TABLE>
<CAPTION>
                                                            AVAILABLE ON
                                                           CREDIT FACILITY           DEBT OUTSTANDING
                                                           AT DECEMBER 31,            AT DECEMBER 31,
                                                                              -------------------------------
                                                               2000               2000               1999
                                                           ------------       ------------       ------------
<S>                                                        <C>                <C>                <C>
Revolving line of credit, interest at bank's
   reference rate less 0.5% (at December 31,
   2000, the bank's reference rate less 0.5%
   was 9.0%), matures November 2001,
   commitment fees are paid at the annual
   rate of 0.125% on the unused portion of
   the facility                                            $ 12,243,241      $          --      $          --

Revolving term commitment, interest at
   bank's prime rate less 0.5% (at December
   31, 2000, the bank's prime rate less 0.5%
   was 9.0%), matures September 2002,
   commitment fees are paid at the annual
   rate of 0.125% on the unused portion of
   the facility                                               8,344,838                 --                 --

Revolving line of credit, interest rate at
   the bank's base rate of interest plus 2%
   (at December 31, 2000, this rate was
   8.0%), matures July 2001, has an annual
   commission charge of 0.45%                                   373,190                 --                 --

Term loan, interest at LIBOR plus 1.375% (at
   December 31, 2000, LIBOR plus 1.375% was
   8.0213%), expires May 2008                                        --          2,250,000          2,550,000

Term loan, fixed interest rate of 5.3%,
  expires September 2006                                             --            119,028            164,562

Standby letter of credit facilities                           2,411,921                 --                 --

Other notes payable                                                  --             35,754             49,541
                                                           ------------       ------------       ------------
                                                             23,373,190          2,404,782          2,764,103
Less current portion                                                              (335,754)          (349,541)
                                                                              ------------       ------------
                                                                              $  2,069,028       $  2,414,562
                                                                              ============       ============
Less standby letters of credit issued and outstanding        (2,411,921)
Net credit available                                       $ 20,961,269
                                                           ============
</TABLE>

The revolving lines of credit are guaranteed by the Company and its
subsidiaries. At December 31, 2000, the Company had three outstanding standby
letters of credit. Two of these letters of credit, in the aggregate amount of
$1,710,324, were used to support the Company's self-insured workers'
compensation insurance requirements. The third, in the amount of $701,597, was
used to guarantee performance on the Company's leased facility in the UK. These
letters of credit mature between November 2001 and September 2002.


                                      -35-
<PAGE>   36

9. Commitments and Contingencies

Leases

Certain properties occupied by the Company are leased. The leases expire at
various dates through 2012 and generally require the Company to assume the
obligations for insurance, property taxes, and maintenance of the facilities.

Some of the properties were leased from partnerships formed by certain current
and former Company stockholders, directors, officers and employees. Rental
expenses under these related party leases were as follows:


<TABLE>
<CAPTION>
                                                                      YEARS ENDED DECEMBER 31,
                                                            --------------------------------------------
                                                                2000            1999           1998
                                                            -------------  -------------  --------------
<S>                                                         <C>            <C>            <C>
    Simpson Investment Company                              $     197,594  $     185,100  $      185,100
    Doolittle Investors                                           253,080        253,080         239,400
    Vacaville Investors                                           437,640        437,640         437,640
    Vicksburg Investors                                           367,013        354,868         353,411
    Columbus Westbelt Investment Co.                              592,381        581,064         581,064
                                                            -------------  -------------  --------------
                                                            $   1,847,708  $   1,811,752  $    1,796,615
                                                            =============  =============  ==============
</TABLE>

Rental expense for 2000, 1999 and 1998 with respect to all other leased property
was approximately $2,658,000, $2,362,000 and $2,285,000, respectively.

At December 31, 2000, minimum rental commitments under all noncancelable leases
are as follows:

<TABLE>
<S>               <C>                                 <C>
                  2001                                $   6,035,799
                  2002                                    5,083,545
                  2003                                    4,608,552
                  2004                                    3,977,430
                  2005                                    3,818,462
                  Thereafter                              8,768,886
                                                      -------------
                                                      $  32,292,674
                                                      =============
</TABLE>

Some of these minimum rental commitments that involve the related parties
described above, contain renewal options and provide for periodic rental
adjustments based on changes in the consumer price index or current market
rental rates.

The nominal term of SSTI's lease in the United Kingdom is 25 years but includes
an option to terminate without penalty in either the fifteenth or twentieth year
upon one year written notice by SSTI. As such, future minimum rental payments
associated with the first 15 years of this lease are included in minimum rental
commitments in the table above.


                                      -36-
<PAGE>   37

Environmental

At two of the Company's operating facilities, evidence of contamination
resulting from activities of prior occupants was discovered. The Company took
certain remedial actions at one facility in 1990 and continues to monitor the
condition of this property. The Company does not believe that any further action
will be required. The Company has been informed by the lessor of the other
facility, Vicksburg Investors, that appropriate remedial action has been taken.
The Company does not believe that either of these matters will have a material
adverse effect on its financial condition or results of operations.

Litigation

From time to time, the Company is involved in litigation that it considers to be
in the normal course of its business. No such litigation within the last five
years resulted in any material loss. The Company is not engaged in any legal
proceedings as of the date hereof, which the Company expects individually or in
the aggregate to have a material adverse effect on the Company's financial
condition or results of operations.


10. Income Taxes

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                      -------------------------------------------------
                                                           2000             1999              1998
                                                      -------------     -------------    --------------
<S>                                                   <C>               <C>              <C>
    Current
       Federal                                        $  21,885,000     $  22,509,000    $   18,075,000
       State                                              4,901,000         4,354,000         3,345,000
       Foreign                                                4,000            97,000            82,000
    Deferred                                             (1,151,000)       (1,207,000)         (474,000)
                                                      --------------    --------------   ---------------
                                                      $  25,639,000     $  25,753,000    $   21,028,000
                                                      =============     =============    ==============
</TABLE>


Reconciliations between the statutory federal income tax rates and the Company's
effective income tax rates as a percentage of income before income taxes are as
follows:

<TABLE>
<CAPTION>
                                                                        YEARS ENDED DECEMBER 31,
                                                                 --------------------------------------
                                                                    2000          1999          1998
                                                                 ---------      --------      ---------
<S>                                                              <C>            <C>           <C>
    Federal tax rate                                                 35.0%         35.0%          35.0%
    State taxes, net of federal benefit                               4.6%          4.3%           4.5%
    Other                                                             0.5%          0.8%           0.8%
                                                                 ---------      --------      ---------
       Effective income tax rate                                     40.1%         40.1%          40.3%
                                                                 =========      ========      =========
</TABLE>


                                      -37-
<PAGE>   38


The tax effects of the significant temporary differences that constitute the
deferred tax assets and liabilities at December 31, 2000, 1999 and 1998, were as
follows:

<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                              ----------------------------------------------
                                                                 2000              1999              1998
                                                              -----------       ----------       -----------
<S>                                                           <C>               <C>              <C>
    Current deferred tax assets
       State tax                                              $ 1,680,197       $1,488,904       $ 1,170,805
       Compensation related to stock plans                         83,375           46,728           128,657
       Workers' compensation                                      584,912          298,808           115,436
       Health claims                                              486,665          604,580           435,294
       Vacation                                                   642,637          555,420           399,472
       Accounts receivable allowance                              567,577          600,439           573,265
       Inventory allowance                                      1,252,000          874,726           619,447
       Sales incentive and advertising allowances                  87,489          125,277           163,008
       Other                                                      102,402          150,652           144,215
                                                              -----------       ----------       -----------
                                                              $ 5,487,254       $4,745,534       $ 3,749,599
                                                              ===========       ==========       ===========

    Long-term deferred tax assets (liabilities)
       Depreciation                                           $ 1,377,291       $1,161,552       $   911,723
       Goodwill amortization                                      715,992          560,479           602,182
       Other                                                     (484,595)        (419,829)         (421,710)
                                                              -----------       ----------       -----------
                                                              $ 1,608,688       $1,302,202       $ 1,092,195
                                                              ===========       ==========       ===========
</TABLE>

No valuation allowance has been recorded for deferred tax assets for the years
ended December 31, 2000, 1999 and 1998, due to the Company's taxable income in
2000 and prior years.


11. Profit Sharing and Pension Plans

The Company has five profit sharing plans covering substantially all salaried
employees and nonunion hourly employees. Two of the plans, covering U.S.
employees, provide for annual contributions in amounts that the Board of
Directors may authorize, subject to certain limitations, but in no event more
than the amounts permitted under the Internal Revenue Code as deductible
expense. The other three plans, covering the Company's European and Canadian
employees, require the Company to make contributions ranging from 3% to 15% of
the employees' compensation. The total cost for these profit sharing plans for
the years ended December 31, 2000, 1999 and 1998, was approximately $4,009,000,
$3,360,000 and $3,078,000, respectively.

The Company also contributes to various industry-wide, union-sponsored defined
benefit pension funds for union, hourly employees. Payments to these funds
aggregated approximately $1,149,000, $977,000 and $809,000 for the years ended
December 31, 2000, 1999 and 1998, respectively.


12. Related Party Transactions

The Chairman and the President and Chief Executive Officer of the Company, who
are directors and significant stockholders of the Company, served as directors
and officers of the Simpson PSB Fund (a charitable organization) until October
1997. The Company contributed $75,496 to this organization in 1998. The Chairman
and the President and Chief Executive Officer of the Company were again
appointed as directors and officers of the Simpson PSB Fund in January 1999.

Refer to Note 9 regarding related party transactions involving Company leases.


                                      -38-
<PAGE>   39


13. Stock Bonus and Stock Options Plans

The Company applies Accounting Principles Board Opinion 25, Accounting for Stock
Issued to Employees, and related interpretations in accounting for its stock
option plans. Accordingly, no compensation cost has been recognized for its
non-qualified stock option plan as stock options granted under this plan have an
exercise price equal to 100% of the market price on the date of grant. If the
compensation cost for this plan had been determined based on the fair value at
the grant dates for awards consistent with the method of SFAS No. 123, the pro
forma effect on the Company's net income and earnings per share in 2000, 1999
and 1998 would have been:

<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                              ------------------------------------------------
                                                                   2000             1999              1998
                                                              -------------     -------------    -------------
<S>                                                           <C>               <C>              <C>
    Net income, as reported                                   $  38,354,103     $  38,467,392    $  31,141,523
    Pro forma                                                    37,517,425        37,458,366       30,423,968

    Diluted earnings per share, as reported                            3.12              3.14             2.58
    Pro forma                                                          3.05              3.06             2.53
</TABLE>

The fair value of each option granted was estimated on the date of grant using
the Black-Sholes option-pricing model with the following assumptions for 2000,
1999 and 1998, respectively: risk-free interest rate of 4.86%, 4.60% and 4.63%
for 2000, 1999 and 1998, respectively; no dividend yield for all years; expected
lives of 6.3 years for options committed to be granted for 2000 and 6.2 for
options granted for 1999 and 1998; and volatility of 29.7% for 2000, 30.4% for
1999 and 30.7% for 1998. The weighted average fair value per share of options
granted during 2000, 1999 and 1998 was $21.78, $17.49 and $15.09, respectively.

The Company currently has two stock option plans. The first is principally for
the Company's employees and the second is for the Company's independent
directors. Last year, the Company met some of the operating goals established
for one of its stock option plans and has committed to grant options to purchase
7,000 shares for the year 2000. During 1999 and 1998, the Company met most of
the operating goals established for both of its stock option plans and
accordingly, and granted options to purchase 143,250 and 118,750 shares for 1999
and 1998, respectively. These options have an exercise price of $51.00 per share
for 2000, and an exercise price range of $38.94 to $48.13 per share for 1999 and
an exercise price range of $36.63 to $41.18 per share for 1998.

The following table summarizes the Company's stock option activity for the years
ended December 31, 2000, 1999 and 1998:

<TABLE>
<CAPTION>
                                                 2000                             1999                             1998
                                      ---------------------------      ---------------------------      ---------------------------
                                                       WEIGHTED-                         WEIGHTED-                        WEIGHTED-
                                                        AVERAGE                          AVERAGE                           AVERAGE
                                                        EXERCISE                         EXERCISE                         EXERCISE
  NON-QUALIFIED STOCK OPTIONS           SHARES           PRICE           SHARES           PRICE           SHARES            PRICE
                                      ----------       ----------      ----------       ----------      ----------       ----------
<S>                                   <C>              <C>             <C>              <C>             <C>              <C>
Outstanding at beginning of year         738,990       $    26.08       1,033,019       $    17.05         978,917       $    14.29
   Granted                                 7,000            51.00         143,250            43.65         118,750            37.44
   Exercised                             (77,673)           11.62        (436,279)           10.49         (57,147)           10.09
   Forfeited                              (5,670)           37.93          (1,000)           33.90          (7,501)           31.37
                                      ----------                       ----------                       ----------
Outstanding at end of year               662,647            27.93         738,990            26.08       1,033,019            17.05
                                      ==========                       ==========                       ==========
</TABLE>


The number of stock options exercisable at the end of 2000, 1999 and 1998 was
448,930, 414,817 and 740,638, respectively.


                                      -39-
<PAGE>   40

The following table summarizes information about the Company's stock options
outstanding at December 31, 2000:

<TABLE>
<CAPTION>
                                                 OPTIONS OUTSTANDING                      OPTIONS EXERCISABLE
                                   ----------------------------------------------     -------------------------------
                                                     WEIGHTED-
                                       NUMBER         AVERAGE         WEIGHTED-          NUMBER           WEIGHTED-
                                    OUTSTANDING      REMAINING         AVERAGE         OUTSTANDING        AVERAGE
                                    AT DECEMBER     CONTRACTUAL        EXERCISE         AT DECEMBER       EXERCISE
   RANGE OF EXERCISE PRICES          31, 2000           LIFE           PRICE            31, 2000            PRICE
   ------------------------        -------------    -------------   -------------     ------------       ------------
<S>                                <C>              <C>              <C>              <C>                <C>
      $           3.64                 31,112         0.5 years      $       3.64            31,112      $       3.64
      $          11.50                 70,476         0.4 years             11.50            70,476             11.50
      $10.00 to $11.28                 46,208         1.1 years             10.23            46,208             10.23
      $          13.50                 58,716         2.0 years             13.50            58,716             13.50
      $23.00 to $29.25                 90,054         3.0 years             23.08            84,152             23.11
      $33.31 to $37.31                106,045         4.0 years             33.37            74,718             33.38
      $36.63 to $41.18                112,493         5.0 years             37.45            50,934             37.43
      $38.94 to $48.13                140,543         6.0 years             43.65            32,614             43.23
      $          51.00                  7,000         7.0 years             51.00                --                --
                                      -------                                          ------------
       $3.64 to $51.00                662,647         3.6 years             27.93           448,930             19.01
                                      =======                                          ============
</TABLE>


The tax benefit to the Company from the exercise of stock options, a reduction
of the Company's income tax payable, was $1,054,238, $6,303,873 and $600,045 for
2000, 1999 and 1998, respectively.

The Company also maintains a Stock Bonus Plan whereby, for each ten years of
continuous employment with the Company, each employee who does not participate
in one of the Company's stock option plans receives 100 shares of common stock.
In 2000, 1999 and 1998, the Company committed to issue 2,700, 4,500 and 3,200
shares, respectively, which resulted in compensation charges of $210,359,
$353,149 and $203,500, respectively. The shares are issued in the year following
the year in which they are earned.


14. Segment Information

The Company is organized into two primary segments. The segments are defined by
types of products manufactured, marketed and distributed to the Company's
customers. The two product segments are construction connector products and
venting products. These segments are differentiated in several ways, including
the types of materials used, the production process, the distribution channels
used and the applications in which the products are used. Transactions between
the two segments were immaterial for each of the years presented.

The following table illustrates certain measurements used by management to
assess the performance of the segments described above as of December 31, 2000,
1999 and 1998, or for the years then ended:

<TABLE>
<CAPTION>
                                      CONNECTOR          VENTING
              2000                    PRODUCTS          PRODUCTS         ALL OTHER           TOTAL
-------------------------------     -------------    -------------     -------------    -------------
<S>                                 <C>              <C>               <C>              <C>
Net sales                           $ 303,774,000    $  65,314,000     $          --    $ 369,088,000
Income from operations                 51,068,000        8,676,000            (7,000)      59,737,000
Depreciation and amortization          10,951,000        2,063,000           122,000       13,136,000
Capital expenditures and
  acquisitions                         18,277,000        2,226,000           169,000       20,672,000
Total assets                          171,997,000       43,067,000        64,416,000      279,480,000
</TABLE>


                                      -40-
<PAGE>   41


<TABLE>
<CAPTION>
                                      CONNECTOR          VENTING
              1999                    PRODUCTS          PRODUCTS         ALL OTHER           TOTAL
-------------------------------     -------------    -------------     -------------    -------------
<S>                                 <C>              <C>               <C>              <C>
Net sales                           $ 260,943,000    $  67,497,000     $          --    $ 328,440,000
Income from operations                 51,902,000       10,628,000            21,000       62,551,000
Depreciation and amortization           8,895,000        1,867,000           100,000       10,862,000
Capital expenditures and
  acquisitions                         21,642,000        1,930,000                --       23,572,000
Total assets                          148,328,000       38,828,000        60,098,000      247,254,000
</TABLE>

<TABLE>
<CAPTION>
                                      CONNECTOR          VENTING
              1998                    PRODUCTS          PRODUCTS         ALL OTHER           TOTAL
-------------------------------     -------------    -------------     -------------    -------------
<S>                                 <C>              <C>               <C>              <C>
Net sales                           $ 220,319,000    $  58,762,000     $          --    $ 279,081,000
Income from operations                 42,674,000        8,709,000          (153,000)      51,230,000
Depreciation and amortization           6,738,000        1,417,000           103,000        8,258,000
Capital expenditures and
  acquisitions                         11,509,000        8,548,000                --       20,057,000
Total assets                          115,507,000       35,095,000        40,998,000      191,600,000
</TABLE>


Cash collected by the Company's subsidiaries is routinely transferred into the
Company's cash management accounts, and therefore, has been included in the
total assets of the segment entitled "All Other." Cash balances in this segment
were approximately $54,183,000, $53,682,000 and $36,433,000 as of December 31,
2000, 1999 and 1998, respectively.

The following table illustrates how the Company's net sales and long-lived
assets are distributed geographically as of December 31, 2000, 1999 and 1998, or
for the years then ended.

<TABLE>
<CAPTION>
                                   2000                          1999                           1998
                      -----------------------------  -----------------------------  ----------------------------
                            NET        LONG-LIVED          NET        LONG-LIVED         NET         LONG-LIVED
                           SALES         ASSETS           SALES         ASSETS          SALES          ASSETS
                      --------------  -------------  -------------   -------------  -------------  -------------
<S>                   <C>             <C>            <C>             <C>            <C>            <C>
United States         $  347,516,000  $  64,615,000  $ 310,300,000   $  55,097,000  $ 265,201,000  $  50,753,000
Other countries           21,572,000     12,615,000     18,140,000      15,105,000     13,880,000      6,891,000
                      --------------  -------------  -------------   -------------  -------------  -------------
                      $  369,088,000  $  77,230,000  $ 328,440,000   $  70,202,000  $ 279,081,000  $  57,644,000
                      ==============  =============  =============   =============  =============  =============
</TABLE>


Net sales and long-lived assets are attributable to the country where the
operations are located.

In 2000, net sales of approximately 12% were from one customer and were
attributable mostly to the Connector segment.


                                      -41-
<PAGE>   42


15. Subsequent Events

In January 2001, SSTI acquired 100% of the shares of BMF Bygningsbeslag A/S
("BMF") of Denmark for $12.8 million in cash with an additional amount of
approximately $2.6 million possible based on operating performance. BMF
manufactures and distributes connector products in northern and central Europe.

Also in January 2001, the Company reached agreements to amended a certain
related party lease and to exercise an option to purchase the property which is
subject to another related party lease. Both of the transactions relate to
properties that are located in San Leandro, California. Both of the transactions
were unanimously approved by the outside members of the Board of Directors. The
Doolittle Investors lease was extended through December 31, 2009, and the option
to purchase the property from Simpson Investment Company has been exercised and
is expected to close in May 2001 (See Note 9).

The effect of these changes on the Company's future minimum rental commitments
is as follows:

<TABLE>
<CAPTION>
                                                 Minimum Rental
                                                 Commitments at                              Revised Future
                                                  December 31,            Effect of          Minimum Rental
                                                      2000              Modifications          Commitments
                                                 -------------         -------------         -------------
<S>                                              <C>                   <C>                   <C>
         2001                                    $   6,035,799         $    (131,729)        $   5,904,070
         2002                                        5,083,545               367,992             5,451,537
         2003                                        4,608,552               367,992             4,976,544
         2004                                        3,977,430               367,992             4,345,422
         2005                                        3,818,462               367,992             4,186,454
         Thereafter                                  8,768,886             1,471,968            10,240,854
                                                 -------------         -------------         -------------
                                                 $  32,292,674         $   2,812,207         $  35,104,881
                                                 =============         =============         =============
</TABLE>


                                      -42-
<PAGE>   43


                                                                     SCHEDULE II

                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
    COLUMN A                              COLUMN B                COLUMN C                 COLUMN D          COLUMN E
                                                                  ADDITIONS
                                                         ---------------------------
                                                           CHARGED        CHARGED
                                         BALANCE AT       TO COSTS        TO OTHER                           BALANCE
                                         BEGINNING          AND          ACCOUNTS --                          AT END
    CLASSIFICATION                        OF YEAR         EXPENSES        WRITE-OFFS       DEDUCTIONS         OF YEAR
    --------------                      -----------      -----------      -----------      -----------      -----------
<S>                                     <C>              <C>             <C>               <C>              <C>
YEAR ENDED DECEMBER 31, 2000
  Allowance for doubtful accounts       $ 1,203,147      $   684,356      $        --      $   686,214      $ 1,201,289
  Allowance for obsolete inventory        1,641,746        2,439,787               --        1,080,741      $ 3,000,792

YEAR ENDED DECEMBER 31, 1999
  Allowance for doubtful accounts         1,173,656          646,236               --          616,745        1,203,147
  Allowance for obsolete inventory          944,331          967,074               --          269,659        1,641,746

YEAR ENDED DECEMBER 31, 1998
  Allowance for doubtful accounts         1,539,691          767,339               --        1,133,374        1,173,656
  Allowance for obsolete inventory          742,578          212,334               --           10,581          944,331
</TABLE>


                                      -43-
<PAGE>   44


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.

None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information required by this Item will be contained in the Registrant's proxy
statement for the annual meeting of stockholders to be held on May 18, 2001, to
be filed not later than 120 days following the end of the Registrant's fiscal
year ended December 31, 2000, which will set forth certain information with
respect to the directors and executive officers of the Registrant and is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

Information required by this Item will be contained in the Registrant's proxy
statement for the annual meeting of stockholders to be held on May 18, 2001, to
be filed not later than 120 days following the end of the Registrant's fiscal
year ended December 31, 2000, which will set forth certain information with
respect to executive compensation of the Registrant and is incorporated herein
by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information required by this Item will be contained in the Registrant's proxy
statement for the annual meeting of stockholders to be held on May 18, 2001, to
be filed not later than 120 days following the end of the Registrant's fiscal
year ended December 31, 2000, which will set forth certain information with
respect to security ownership of certain beneficial owners and management of the
Registrant and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information required by this Item will be contained in the Registrant's proxy
statement for the annual meeting of stockholders to be held on May 18, 2001, to
be filed not later than 120 days following the end of the Registrant's fiscal
year ended December 31, 2000, which will set forth certain information with
respect to certain relationships and related transactions of the Registrant and
is incorporated herein by reference.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

        a.     Exhibits

               10.1   Asset Purchase Agreement, dated November 17, 2000, between
                      Masterset Fastening Systems, Inc., Brian Berry, John E.
                      Swiggard, Manzo Associates Inc. and Leo V. Peterson and
                      Simpson Strong-Tie Company Inc.

               10.2   Share Purchase Agreement, dated January 11, 2001, between
                      Simpson Strong-Tie International, Inc. and BMF Holdings
                      A/S.

               11.    Statement re computation of earnings per share.

               21.    List of Subsidiaries of the Registrant.

               23.    Consent of Independent Accountants.

        b.     Reports on Form 8-K

               Report on Form 8-K, dated December 1, 2000, reporting under Item
               5 that the Company acquired the assets of Masterset Fastening
               Systems, Inc.


                                      -44-
<PAGE>   45



                                   SIGNATURES

    Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange
    Act of 1934, the Registrant has duly caused this report to be signed on its
    behalf by the undersigned, thereunto duly authorized.


    Dated:  March 29, 2001                  SIMPSON MANUFACTURING CO., INC.
                                       -----------------------------------------
                                                     (Registrant)


                                  By   /s/ Michael J. Herbert
                                       -----------------------------------------
                                                 Michael J. Herbert
                                               Chief Financial Officer
                                             and Duly Authorized Officer
                                                  of the Registrant


       Pursuant to the requirements of the Securities Exchange Act of 1934, this
    report has been signed below by the following persons on behalf of the
    Registrant and in the capacities and on the dates indicated below.

<TABLE>
<CAPTION>
               Signature                                     Title                          Date
               ---------                                     -----                          ----
<S>                                                  <C>                                <C>
    CHIEF EXECUTIVE OFFICER:

      /s/    Thomas J Fitzmyers                      President, Chief Executive         March 29, 2001
--------------------------------------------         Officer and Director
            (Thomas J Fitzmyers)


    CHIEF FINANCIAL OFFICER:

      /s/    Michael J. Herbert                      Chief Financial Officer,           March 29, 2001
--------------------------------------------         Treasurer and Secretary
            (Michael J. Herbert)


    DIRECTORS:

      /s/      Barclay Simpson                       Chairman of the Board              March 29, 2001
--------------------------------------------
              (Barclay Simpson)


      /s/       Earl F. Cheit                        Director                           March 29, 2001
--------------------------------------------
               (Earl F. Cheit)


      /s/     Stephen B. Lamson                      Director                           March 29, 2001
--------------------------------------------
             (Stephen B. Lamson)


      /s/      Peter N. Louras                       Director                           March 29, 2001
--------------------------------------------
              (Peter N. Louras)


      /s/    Sunne Wright McPeak                     Director                           March 29, 2001
--------------------------------------------
            (Sunne Wright McPeak)


      /s/   Barry Lawson Williams                    Director                           March 29, 2001
--------------------------------------------
           (Barry Lawson Williams)
</TABLE>


                                      45
<PAGE>   46
<TABLE>
<CAPTION>


EXHIBITS            DESCRIPTION
--------            -----------
<C>                 <S>
10.1                Asset Purchase Agreement, dated November 17, 2000, between
                    Masterset Fastening Systems, Inc., Brian Berry, John E.
                    Swiggard, Manzo Associates Inc. and Leo V. Peterson and
                    Simpson Strong-Tie Company Inc.

10.2                Share Purchase Agreement, dated January 11, 2001, between
                    Simpson Strong-Tie International, Inc. and BMF Holdings A/S.
11.                 Statement re computation of earnings per share.

21.                 List of Subsidiaries of the Registrant.

23.                 Consent of Independent Accountants.


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>f70975ex10-1.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                    Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

        This ASSET PURCHASE AGREEMENT is made as of November 17, 2000, by and
among Masterset Fastening Systems, Inc., an Indiana corporation ("Seller"), and
Brian Berry ("Berry"), John E. Swiggard ("Swiggard"), Manzo Associates Inc., a
New Jersey corporation ("Manzo"), and Leo V. Peterson ("Peterson" and, together
with Berry, Swiggard and Manzo, the "Shareholders"), on the one hand, and
Simpson Strong-Tie Company Inc., a California corporation ("Buyer"), on the
other hand, with reference to the following facts:

        Seller is engaged in the business principally of developing, designing,
manufacturing, marketing, distributing and selling powder actuated tooling
products used in building construction. Buyer is engaged in the business
principally of developing, designing, manufacturing, marketing, distributing and
selling connectors, fasteners and other products used in the construction
industry. Seller and the Shareholders desire to sell to Buyer and Buyer desires
to purchase from Seller and the Shareholders substantially all of the assets of
Seller and all Shareholder Patent Rights, as that term is defined in section 1.2
(such assets and the Shareholder Patent Rights being called, collectively, the
"Assets"), as a going concern, although Seller will continue to be liable, and
Buyer will not assume or otherwise have any liability, for any of the debts or
obligations of Seller (except for obligations accruing under certain contracts
after their assignment to Buyer hereunder). For purposes of this Agreement, the
term "affiliate" shall mean, with respect to a specified person, a person
controlling, controlled by or under common control with the specified person.

        Swiggard is part owner and intimately involved in Manzo, and Peterson is
a part owner and intimately involved in a separate corporation known as Peterson
& Company, a Michigan corporation ("Peterson & Company"). Other than the
Shareholder Patent Rights (as that term is defined in section 1.2), this Asset
Purchase Agreement is not intended to encompass, and the Assets do not include,
the Excluded Assets (as that term is defined in section 1.1.5) or any assets
owned by either Manzo or Peterson & Company. The Shareholders are parties to
this Agreement as shareholders and corporate representatives of Seller.

        NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein, Buyer, Seller and the Shareholders agree as
follows:

        1. Purchase and Sale. Subject to and in reliance on the respective
representations, warranties and agreements of Seller, the Shareholders and Buyer
and subject to the terms and conditions provided in this Agreement:

            1.1 Assets. At the closing on the Closing Date (as that term is
defined in section 2.5), except only as is provided in section 1.2, Buyer shall
purchase from Seller and Seller shall sell to Buyer all of the Assets, as
follows:

                1.1.1 Equipment and Furnishings. All apparatus, equipment,
appliances, machines and machinery, devices, furniture, furnishings, tools,
cloth and synthetic material goods, fuel, spare parts and supplies
(collectively, the "Equipment");

                1.1.2 Inventory. All inventory, whether held for sale or held
for demonstration or as samples ("Inventory");

<PAGE>   2



                1.1.3 Intangible Property. All intangible property ("Intangible
Property"), including, without limitation,

                    (a) all right, title and interest of Seller in, to and under
all leases, contracts and contract rights (including, without limitation, all
licenses and license agreements) to which Seller is a party or which are for the
benefit of Seller, and which are listed in Schedule 1.1.3(a) attached hereto
(the "Assigned Contracts"); provided that Buyer shall not purchase or acquire
any interest in, and the Assigned Contracts do not include, any automobile
leases, or any other contract or agreement that is not listed on Schedule
1.1.3(a);

                    (b) all permits, authorizations and licenses, if any,
applicable to Seller or its business and assignable by Seller (whether or not
subject to the consent or approval of any third party), including, without
limitation, all findings, reports and approvals of the International Conference
of Building Officials ("ICBO"), the ICBO Evaluation Service, Inc. or any other
code approval agency (collectively, the "Code Approvals"), all of such Code
Approvals being listed and described in Schedule 1.1.3(b) attached hereto;

                    (c) all secret inventions, patents, letters patent, patent
applications, trade secrets, know-how and other intellectual property,
including, without limitation, the patents and patent applications listed and
described as being owned by Seller on Schedule 5.1.13 attached hereto (the
"Seller Patent Rights");

                    (d) all confidential or proprietary information, documents,
matter or materials, trade secrets, customer lists and information, know-how,
technologies, algorithms and other intellectual property related to or useful in
connection with any or all of the Assigned Contracts, the Code Approvals and the
Seller Patent Rights or any development, design, making, use, marketing,
distribution or sales of products or other commercialization thereof
(collectively, the "Trade Secrets"), which may consist of, among other things,
ideas; designs; equipment; devices; patterns; electronically recordable data or
concepts; computer programs, software and hardware; software and hardware
enhancements, modifications and improvements; secret inventions; processes;
compilations of information; books; papers; records and specifications;
operating practices and related data;

                    (e) all copyrights, trademarks, service marks, trade names
(including, without limitation, all right, title and interest in and to the
trademark and trade name "Masterset", the trademark "Tru-Set", applications for
the registration thereof, registrations thereof, and the goodwill associated
therewith;

                    (f) all judgments, orders, decrees, files, books, records,
financial statements, tax returns, correspondence, instruments, plans,
projections, data, information and documents of or relating to the Assets or
Seller's business;

                    (g) all prepaid deposits and expenses;

                    (h) all other accounts (including, without limitation,
accounts and notes receivable, other than accounts receivable that are Excluded
Assets), chattel paper, contract rights and general intangibles;


                                       2
<PAGE>   3



                    (i) all cash, certificates of deposit, bank accounts,
brokerage accounts, money market accounts or similar accounts; and

                    (j) all goodwill; and

                1.1.4 After-Acquired Assets. All property used or useful in
Seller's business and acquired by Seller after the date hereof.

                1.1.5 Excluded Assets. Accounts receivable of Seller that shall,
on and as of the Closing Date, have been outstanding and unpaid for more than
ninety days (the "Excluded Assets") are not and shall not be included in the
Assets.

            1.2 Shareholder Patent Rights. At the closing on the Closing Date
(as that term is defined in section 2.5), Buyer shall purchase from the
Shareholders and their respective affiliates the patents and patent applications
listed and described as being owned by the Shareholders or their affiliates on
Schedule 5.1.13 attached hereto (the "Shareholder Patent Rights" and together
with the Seller Patent Rights, the "Patent Rights"), and the Shareholders shall
sell and cause their affiliates to sell to Buyer the Shareholder Patent Rights;
provided that none of the Shareholders and their respective affiliates shall be
entitled to any payment or other consideration for the Shareholder Patent
Rights, it being understood that the consideration therefor is included as part
of the Purchase Price (as that term is defined in section 2.1.2).

            1.3 No Assumption of Liabilities. Anything herein to the contrary
notwithstanding, the parties intend and agree that Buyer shall not under any
circumstances assume or become liable for or obligated to pay or discharge any
debt, duty, obligation or liability of Seller, and Seller shall pay and
discharge all of the same as they become due; provided that Buyer shall assume
and pay or discharge when due all debts, duties, obligations and liabilities of
Seller accruing after the closing hereunder under all Assigned Contracts that
are duly and validly assigned to Buyer on the Closing Date.

        2. Payment and Delivery. Subject to and in reliance on the respective
representations, warranties and agreements of Buyer, Seller and the Shareholders
and subject to the terms and conditions provided in this Agreement:

            2.1 Purchase Price.

                2.1.1 Initial Calculation. Subject to the post-closing
adjustment pursuant to section 2.1.2, the initial purchase price of the Assets
(the "Initial Purchase Price") shall be $2,500,000.00, reduced by:

                    (a) $465,856.40, being the principal amount advanced by
Buyer to Seller pursuant to that certain Loan and Security Agreement dated as of
September 25, 2000, between Buyer and Seller;

                    (b) an amount equal to all interest on such principal amount
accrued as of the Closing Date; and


                                       3
<PAGE>   4

                    (c) the aggregate amount of the Excluded Assets as of the
Closing Date.

                2.1.2 Post-Closing Adjustment. The Initial Purchase Price shall
be adjusted as provided in this section 2.1.2 (as so adjusted, the "Purchase
Price"). Within ninety days from the Closing Date, Buyer shall prepare a balance
sheet of Seller as of the Closing Date (the "Closing Date Balance Sheet") in
accordance with Generally Accepted Accounting Principals ("GAAP"), and shall
calculate the total assets of Seller shown on the Closing Date Balance Sheet and
the total assets of Seller shown on Seller's balance sheet as of June 30, 2000,
which Seller furnished to Buyer and which is attached hereto as Schedule 2.1.2
(the "June 30 Balance Sheet"), and by adding back to the Closing Date Balance
Sheet any amount of depreciation shown on the Closing Date Balance Sheet in
excess of the amount of depreciation shown on the June 30 Balance Sheet. Buyer
shall promptly notify Seller of the amount by which such total assets as so
calculated shown on the Closing Date Balance Sheet are more or less than such
total assets as so calculated shown on the June 30 Balance Sheet (hereinafter
called the "Asset Surplus" or the "Asset Shortfall," respectively) and shall
include in such notice the manner and basis for such calculation. Buyer's
determination of the Asset Surplus or the Asset Shortfall shall be final,
binding and conclusive in the absence of fraud, bad faith and manifest error;
provided that accounts receivable over ninety days will not be considered assets
for purposes of this section 2.1.2.

            2.2 Payments.

                2.2.1 At Closing. On the Closing Date, Buyer shall pay the
Initial Purchase Price to Seller by check or wire transfer in accordance with
such written instructions as Seller may furnish to Buyer at least three business
days prior to the Closing Date, minus $200,000 (the "Payables Holdback"), which
will be held back from Purchase Price to pay trade accounts payable or debts
that (a) are set forth in Schedule 5.1.31 and are not paid by Seller within
thirty days from the Closing Date or (b) are not specifically or accurately set
forth in Schedule 5.1.31 on the Closing Date. Seller shall pay in full, on the
Closing Date, all of the Trade Payables and deliver to Buyer evidence thereof
satisfactory to Buyer.

                2.2.2 Asset Value Adjustment. Within ten days after Buyer
notifies Seller of the Asset Surplus or the Asset Shortfall, Seller shall pay in
cash to Buyer the amount of the Asset Shortfall, if any, or Buyer shall pay in
cash to Seller the amount of the Asset Surplus, if any.

                2.2.3 Payables Holdback. If, within ninety days after the
Closing Date (the "Holdback Period"), Buyer shall determine that Seller owes any
amount as a trade account payable or debt accrued prior to the Closing Date and
not shown on Schedule 5.1.31, or shown on Schedule 5.1.31 but not paid in full
pursuant to section 2.2.1, Buyer shall pay such amount out of the Payables
Holdback, to the extent thereof. If any portion of the Payables Holdback shall
not have been so paid on or before the expiration of the Holdback Period, Seller
shall promptly pay such portion to Buyer, without interest; provided that Buyer
shall have the right to offset against such portion any other amount owing by
Seller to Buyer hereunder or otherwise.



                                       4
<PAGE>   5

            2.3 Delivery of Certain Assets. At the closing on the Closing Date,
Seller shall deliver to Buyer (a) originals or true and complete copies of all
Assigned Contracts, all Code Approvals and all Patent Rights, (b) all warranties
or guaranties received by Seller from any contractors, subcontractors, suppliers
or materialmen in connection with Seller's business, (c) originals or true and
complete copies of all building permits and certificates of occupancy in the
possession of Seller that have been issued for the buildings occupied by Seller,
(d) such written notices as Buyer may request, executed by Seller and addressed
to all parties to Assigned Contracts (other than Seller) and to taxing
authorities having jurisdiction over any or all of the Assets, notifying such
parties and authorities of the sale of the Assets and changing the address for
service of notice and delivery of statements and bills, (e) keys and
combinations to all doors and gates in all premises occupied by Seller and all
tangible personal property included among the Assets, which keys and
combinations shall be properly and clearly tagged for identification, and (f)
any other documents, instruments or agreements required hereunder which are not
otherwise delivered.

            2.4 Bill of Sale and Assignment. At the closing on the Closing Date,
Seller shall deliver to Buyer a Bill of Sale and Assignment, in substantially
the form of Exhibit A attached hereto (the "Bill of Sale"), listing or
describing all of the Assets. Seller shall also deliver to Buyer at or prior to
the closing, a certificate from each of the Indiana Secretary of State and the
California Secretary of State and other appropriate governmental officials
confirming that as of the Closing Date there are no filings against Seller or
any of the Assets in the office of either such Secretary of State or such other
governmental officials under any applicable Uniform Commercial Code that would
be a lien on any of the Assets specified (other than such filings, if any, as
either are in favor of Buyer as creditor or are released at the time of the
closing).

            2.5 The Closing. The closing of the sale and purchase of the Assets
hereunder shall take place at the offices of Shartsis, Friese & Ginsburg LLP,
counsel for Buyer, at One Maritime Plaza, 18th Floor, San Francisco, California,
at 10:00 a.m., California time, on ____________, 2000, or at such other place,
time and date as shall be mutually satisfactory to the parties (the "Closing
Date"); provided that the closing may be extended, at the election of either
party, to any date not later than November 30, 2000, if the condition in section
3.1.5 shall not have been satisfied or waived by Buyer. On the Closing Date,
Seller shall deliver to Buyer, in addition to the matter otherwise required
hereby, such other certificates, instruments and documents as Buyer may request
to evidence or perfect Buyer's ownership of the Assets, and Seller shall turn
over to Buyer possession of all of the Assets.

            2.6 Earn-Out Payment Provisions.

                2.6.1 Definitions. The following terms have the following
meanings:

                    (a) "Earn-out Year" means a calendar year ending on December
31, 2001, 2002 or 2003.

                    (b) "Minimum Revenue Level" means Product Revenues of
$5,500,000 for the Earn-out Year ending December 31, 2001, $7,5000,000 for the
Earn-out Year ending December 31, 2002, and $10,000,000 for the Earn-out Year
ending December 31, 2003.


                                       5
<PAGE>   6

                    (c) "Products" means the products listed and described on
Schedule 2.6 attached hereto, all of which are regularly manufactured or sold by
Seller.

                    (d) "Product Revenues" means the aggregate gross revenues
(determined by Buyer in accordance with GAAP from Buyer's sales reports prepared
in the ordinary course of Buyer's business) from sales by Buyer of Products,
reduced by discounts, rebates and charges for returns of any Products not sold.

                2.6.2 Payment Obligation. Subject to and except as provided in
section 2.6.3, Buyer shall pay to Seller, within sixty days after the end of
each Earn-out Year a payment (an "Earn-out Payment") in the amount of $100,000,
if (a) during such Earn-out Year, Buyer receives all of the vendor discounts set
forth in Schedule 2.6.2, and (b) the Product Revenues for such Earn-out Year
exceed the Minimum Revenue Level for such Earn-out Year. Each such payment shall
be made to Seller, or as Seller may direct, by check or wire transfer in
accordance with instructions provided by Seller to Buyer not later than March 1
of the year when such payment is required to be made.

                2.6.3 Failure to Achieve Minimum Revenue Level.

                    (a) Provided that the condition in clause (a) of section
2.6.2 is satisfied, if the Minimum Revenue Level for an Earn-out Year is not
achieved but the Minimum Revenue Level for a subsequent Earn-out Year is
achieved, Seller shall be entitled to receive Earn-out Payments for both of such
Earn-out Years.

                    (b) Provided that the condition in clause (a) of section
2.6.2 is satisfied, if Product Revenues exceed $7,500,000 but are less than
$10,000,000 for the Earn-out Year ending December 31, 2003, Seller shall be
entitled to receive a pro rata portion of the Earn-out Payment for that Earn-out
Year, determined by multiplying the Earn-out Payment for that Earn-out Year by
the quotient of the amount of Product Revenues for that Earn-out Year in excess
of $7,500,000 divided by $2,500,000.

                2.6.4 Aggregate Maximum. Anything herein to the contrary
notwithstanding, Buyer shall have no obligation whatsoever under this section
2.6 to pay any amount in excess of $300,000 in the aggregate.

            2.7 Allocation of Purchase Price. The parties shall allocate the
Purchase Price and all payments made under section 2.6 among the Assets as set
forth in Schedule 2.7 attached hereto. The parties agree consistently to state
or report such allocation on all tax and information returns and statements and
other statements, notices or other documents furnished or submitted to or filed
with any governmental bureau, agency or instrumentality of the United States or
any state, territory, protectorate, possession or other jurisdiction of the
United States or any political subdivision thereof.

        3. Conditions to Parties' Obligations.

            3.1 Conditions to Buyer's Obligations. The obligation of Buyer to
purchase the Assets and all other obligations of Buyer hereunder shall be
subject to the satisfaction on or prior to the Closing Date of the following
conditions precedent:


                                       6
<PAGE>   7


                3.1.1 Due Diligence. Buyer shall have completed to Buyer's
satisfaction such review, examination and inspection of Seller's assets,
business, operations and affairs as Buyer may consider advisable.

                3.1.2 Representations and Warranties. The representations and
warranties of Seller and the Shareholders in this Agreement shall be true and
complete on and as of the Closing Date with the same effect as if those
representations and warranties had been made on and as of the Closing Date, and
Seller shall have delivered to Buyer a certificate to that effect dated the
Closing Date and signed by the President and the Secretary of Seller; provided
that, immediately prior to the closing hereunder, Seller shall have amended
section 5.1.31 to contain a complete and accurate list of all Trade Payables (as
that term is defined in Schedule 5.1.31) and the respective amounts thereof at
that time, certified by the President and the Secretary of Seller to be true and
complete as of the Closing Date.

                3.1.3 Conditions and Covenants. On or prior to the Closing Date,
Seller shall have performed or satisfied all covenants, agreements and
conditions to be performed or satisfied on or prior to the Closing Date by
Seller hereunder, and Seller shall have delivered to Buyer a certificate to that
effect dated the Closing Date and signed by the President and the Secretary of
Seller.

                3.1.4 Consents and Waivers. Seller shall have obtained all
necessary consents and waivers with respect to the sale, conveyance, transfer
and delivery of Assets from all parties to any Assigned Contracts and Code
Approvals, with regard to which any such consent or waiver is required to effect
any of such sales, conveyances, transfers or deliveries, to prevent acceleration
of the maturity of any indebtedness secured by a lien on real or personal
property, or to prevent the termination of any of the Assigned Contracts and
Code Approvals, except in any instance in which Buyer in its exclusive
discretion deems the obtaining of such consents or waivers not material.

                3.1.5 Permits. Buyer shall have obtained such licenses, permits,
authorizations and approvals from all federal, state, local and other
governmental agencies, instrumentalities and authorities that Buyer may consider
necessary or advisable for its purchase of the Assets and for the conduct by
Buyer of the business of Seller from and after the Closing Date as Seller has
heretofore conducted such business.

                3.1.6 Inventory. Buyer shall have inspected the Inventory and
found it to be in good and marketable condition and otherwise satisfactory.

                3.1.7 Books and Records. Seller shall have furnished to Buyer
and Buyer shall have reviewed and approved all of the books and records of
Seller.

                3.1.8 Licenses and Contracts. Seller shall have furnished to
Buyer and Buyer shall have reviewed and approved all of the licenses and permits
to which clause (b) of section 1.1.3 refers (including, without limitation, all
of the Code Approvals) and all Assigned Contracts and all other material
contracts, agreements, purchase orders, leases, commitments or understandings,
whether written or oral, relating to the business of Seller and to which Seller
is a party or by which any of the Assets are bound or affected.


                                       7
<PAGE>   8


                3.1.9 Bill of Sale. Seller shall have duly executed,
acknowledged and delivered the Bill of Sale to Buyer.

                3.1.10 Assignments of Intellectual Property. Seller, the
Shareholders and affiliates of the Shareholders, as appropriate, shall have duly
executed, acknowledged and delivered to Buyer an Assignment of Patent Rights
(the "Patent Assignment") and an Assignment of Trademark (the "Trademark
Assignment") in substantially the forms of Exhibits B and C, respectively,
attached hereto.

                3.1.11 Business Relationship. Seller shall have furnished to
Buyer the names and addresses and all pertinent information regarding all
customers, employees, suppliers, distributors and others who have business
relationships with Seller and shall have introduced Buyer to each of them, and
Buyer shall have satisfied itself that each of such relationships may reasonably
be expected to be continued with Buyer from and after the Closing Date.

                3.1.12 Opinion of Counsel. On the Closing Date, Seller and the
Shareholders shall have delivered to Buyer an opinion, dated the Closing Date,
of McNeeley, Stephenson, Thopy & Harrold, counsel for Seller and the
Shareholders, to the effects set forth in Exhibit D attached hereto.

                3.1.13 Supply Contract. Peterson & Company shall have entered
into a Supply Contract with Buyer in substantially the form attached hereto as
Exhibit E ("Supply Contract").

            3.2 Conditions to Seller's Obligations. The obligation of Seller to
sell the Assets and all other obligations of Seller and the Shareholders
hereunder shall be subject to the satisfaction on or prior to the Closing Date
of the following conditions precedent:

                3.2.1 Representations and Warranties. The representations and
warranties of Buyer in this Agreement shall be true and complete on and as of
the Closing Date with the same effect as if those representations and warranties
had been made on and as of the Closing Date, and Buyer shall have delivered to
Seller a certificate to that effect dated the Closing Date and signed by the
President and the Secretary of Buyer.

                3.2.2 Conditions and Covenants. On or prior to the Closing Date,
Buyer shall have performed or satisfied all covenants, agreements and conditions
to be performed or satisfied on or prior to the Closing Date by Buyer hereunder,
and Buyer shall have delivered to Seller a certificate to that effect dated the
Closing Date and signed by the President and the Secretary of Buyer.

            3.3 Failure of Condition.

                3.3.1 Buyer's Remedies. If any of the conditions specified in
section 3.1 are not satisfied, Buyer shall have the right, at its exclusive
election, either to waive the condition in question and proceed with the
purchase of the Assets or to terminate this Agreement; provided that the Closing
Date may be extended, at Buyer's exclusive election, for a reasonable period to
allow all of such conditions to be satisfied, subject to Buyer's further right
to terminate this Agreement on the expiration of the period of the extension if
all of such conditions shall not then


                                       8
<PAGE>   9

have been satisfied. If Buyer so elects to terminate this Agreement, neither
Buyer nor Seller nor any of the Shareholders shall have any further rights or
obligations under this Agreement, except that the covenants and agreements in
sections 4.3, 4.5.4 and 4.11 shall survive any termination of this Agreement.
Notwithstanding any of the foregoing provisions of this section 3.3.1 to the
contrary, in the event of any breach by any of Seller and the Shareholders of
any covenant or agreement herein or hereunder, Buyer may elect nevertheless
either (a) to proceed with the purchase of the Assets, reserving the right to
recover damages for such breach from Seller and the Shareholders, or (b) to
terminate this Agreement by notice to Seller on or prior to the Closing Date,
and on such termination, Buyer shall be relieved of all obligations and
liabilities hereunder and Buyer may proceed against Seller and the Shareholders
to recover any damages occasioned by such breach.

                3.3.2 Seller's Remedies. If any of the conditions in section 3.2
are not satisfied, Seller shall have the right, at Seller's exclusive election,
either to waive the condition in question and proceed with the sale or to
terminate this Agreement; provided that the Closing Date may be extended, at
Seller's exclusive election, for a reasonable period to allow all of such
conditions to be satisfied, subject to Seller's further right to terminate this
Agreement on the expiration of the period of the extension if all of such
conditions shall not then have been satisfied. If Seller so elects to terminate
this Agreement, neither Buyer nor Seller nor the Shareholders shall have any
further rights or obligations under this Agreement, except that the covenants
and agreements in sections 4.3, 4.5.4 and 4.11 shall survive any termination of
this Agreement.

        4. Covenants.

            4.1 Permits. Buyer shall, at its own expense, forthwith apply for
and diligently pursue the issuance of the licenses, permits, authorizations and
approvals to which section 3.1.5 refers. Buyer shall take all reasonable actions
to apply for the same and shall diligently and in good faith process such
applications and avoid taking any action that would delay the investigation and
processing thereof by the appropriate governmental authorities. Seller shall
cooperate fully and in good faith with Buyer, as and to the extent that Buyer
may reasonably request, in making and processing such applications, and Seller
shall execute and deliver all such certificates, instruments and documents as
Buyer may reasonably request in connection therewith.

            4.2 Assignments of Permits, Contracts, Patent Rights and Trademarks.
Seller shall apply for and obtain legal, valid and binding assignments to Buyer
of the permits, authorizations and licenses to which clause (b) of section 1.1.3
refers (including, without limitation, all of the Code Approvals) and to the
Assigned Contracts, and all consents and waivers in connection therewith that
Buyer may reasonably consider to be necessary or advisable. Seller shall also
execute, acknowledge and deliver the Patent Assignment and the Trademark
Assignment. Seller and the Shareholders shall cooperate, and the Shareholders
shall cause their affiliates to cooperate, fully and in good faith with Buyer to
record the Patent Assignment and the Trademark Assignment in accordance with the
requirements of the United States Patent and Trademark Office to effect the
assignment and transfer of exclusive rights to the letters patent, applications
for letters patent, trademark registrations and applications for trademark
registrations included in the Assets. Buyer shall cooperate fully and in good
faith with



                                       9
<PAGE>   10

Seller, as and to the extent that Seller may reasonably request, in obtaining
the same, and Buyer shall execute and deliver all such certificates, instruments
and other documents as Seller may reasonably request in connection therewith.

            4.3 Indemnity.

                4.3.1 By Buyer. Buyer agrees to indemnify and defend Seller, its
directors, officers, employees and agents and the Shareholders and to hold them
harmless from and against any and all claims, liabilities, damages and expenses
(including, without limitation, the fees and expenses of attorneys and expert
witnesses, the costs of investigation and court costs) suffered or incurred by
them, when and as suffered or incurred, whether or not any of such claims,
liabilities, damages or expenses are suffered or incurred in connection with the
ownership, operation, use, sale or possession of any of the Assets, (a) in
connection with the Assigned Contracts and arising after the Closing Date, to
the extent that such claims, liabilities, damages or expenses are specifically
disclosed in writing by Seller to Buyer and accepted in writing by Buyer prior
to the Closing Date, or (b) as a direct or indirect result of any breach of any
covenant, agreement, representation or warranty by Buyer hereunder.

                4.3.2 By Seller and the Shareholders. Seller and the
Shareholders, jointly and severally, agree to indemnify and defend Buyer and
Buyer's directors, officers, employees and agents and to hold them harmless from
and against any and all claims, liabilities, damages and expenses (including,
without limitation, the fees and expenses of attorneys and expert witnesses, the
costs of investigation and court costs) suffered or incurred by them, when and
as suffered or incurred, whether or not any of such claims, liabilities, damages
or expenses are suffered or incurred in connection with the ownership,
operation, use, sale or possession of any of the Assets, directly or indirectly
in connection with (a) the Assigned Contracts and arising on or prior to the
Closing Date, to the extent that any of such claims, liabilities, damages and
expenses are not specifically disclosed in writing by Seller to Buyer or are not
accepted by Buyer prior to the Closing Date, or (b) any written or oral
contracts, agreements, understandings or commitments that are not included in
the Assets or are not legally and validly assigned hereunder, or (c) any breach
of any covenant, agreement, representation or warranty by any of Seller and the
Shareholders hereunder, (d) any infringement or violation by Seller of any
intellectual property rights of any other person, or (e) any flaw or default in
the design, materials used in, manufacture or installation of any Product
manufactured or sold by Seller, or (f) the use or ownership of any of the
Intangible Property.

                4.3.3 Limitations. Anything herein to the contrary
notwithstanding, neither Buyer nor Seller and the Shareholders shall have any
liability or obligation under section 4.3.1 or 4.3.2, respectively, (a) with
respect to any claim, liability, damage or expense suffered or incurred by the
other party unless and until the aggregate of all such claims, liabilities,
damages and expenses exceed $25,000, (b) with respect to any claim, liability,
damage or expense suffered or incurred by a party seeking indemnity hereunder,
if such party does not provide notice thereof to the other party within ninety
days of the date that such party is notified of such claim for indemnity, to the
extent (but only to the extent) that the party entitled to notice is prejudiced
by the failure to receive notice within such ninety-day period, or (c) with
respect to any claim made against such party more than five years after the
Closing Date; provided that the



                                       10
<PAGE>   11

aggregate liability of the Shareholders under section 4.3.2 for product
liability claims shall not exceed $1,000,000.

            4.4 Operation Prior to Closing Date. Prior to the closing on the
Closing Date, Seller and the Shareholders shall use their best efforts to
preserve the organization of Seller intact, keep available the services of
Seller's employees and preserve Seller's relationships with suppliers,
distributors, customers and others having business relations with Seller. Prior
to the closing on the Closing Date and except as may be first approved by Buyer
or as is otherwise permitted by this Agreement, (a) Seller shall conduct its
business only in the usual and ordinary course and the character and extent of
its business shall not be changed, (b) no increase shall be made in the
compensation payable or to become payable by Seller to any of its employees, nor
shall any bonus payment or arrangement be made by Seller to or with any such
employee, (c) Seller shall not acquire or dispose of any Assets except for sales
of inventory in good faith in the usual and ordinary course of business and, in
the event of any disposition of any Asset, shall replace such Asset as may be
reasonable in the ordinary conduct of business, (d) Seller shall maintain all
tangible Assets in good condition and repair and in accordance with all
applicable laws, rules and regulations, as is reasonable in the ordinary course
of business, and (e) Seller shall not, and the Shareholders shall not suffer or
permit Seller to, declare or pay any dividend or other distribution to its
shareholders, as such.

            4.5 Buyer's Investigation.

                4.5.1 Entry and Inspection. Seller and the Shareholders shall
make available to Buyer and Buyer's officers, employees, attorneys, accountants
and other authorized representatives reasonable access at all times to all of
the Assets and related properties, operations, books and financial records,
contracts, commitments and sales, production and maintenance records, will
permit Buyer and such representatives to enter any real property occupied by
Seller, will make Seller's officers, employees, agents, contractors and
consultants and the Shareholders available to Buyer and such representatives so
that Buyer may make such inquiries as Buyer may deem appropriate, and will
furnish Buyer with all information concerning the Assets and the operations,
affairs and business of Seller as is required hereby or as Buyer may reasonably
request.

                4.5.2 No Waiver. Anything in this Agreement to the contrary
notwithstanding, no inquiry or investigation by or on behalf of Buyer shall
constitute a waiver of, negate, abrogate or otherwise affect the validity of any
representation, warranty or covenant of Seller or the Shareholders in, pursuant
to or in connection with this Agreement or modify or affect any of Seller's or
any Shareholder's obligations or Buyer's rights herein or hereunder in the event
of any breach of any such representation, warranty or covenant.

                4.5.3 Indemnity. Buyer agrees to indemnify and defend Seller and
hold Seller harmless from and against any and all mechanics' liens, physical
damage to property or persons and claims arising therefrom, and losses arising
out of any interference with contractual relations between Seller and third
parties, if any of the foregoing result from entry by Buyer or such
representatives on premises occupied by Seller pursuant to section 4.5.1.


                                       11
<PAGE>   12

                4.5.4 Return of Materials. On any termination of this Agreement
without consummation of the transactions contemplated hereby, Buyer shall return
to Seller all documents, work papers and other materials (including all copies
thereof) in connection with the transactions contemplated hereby and shall use
all reasonable efforts to keep confidential any information obtained pursuant to
this Agreement, unless disclosure is required by law or unless such information
has otherwise been obtained by third parties without any obligation of
confidentiality to Seller through no fault of Buyer.

            4.6 Further Assurances. Seller and the Shareholders shall cooperate
with Buyer, at Buyer's request, after the Closing Date and without further
consideration, (a) to execute, deliver, record and publish as Buyer considers
appropriate such other certificates, instruments and documents of sale,
assignment, transfer and conveyance of the Assets, and take such other action,
as Buyer may reasonably request more effectively to convey, assign, sell and
transfer to or vest in Buyer, and to put Buyer in possession of, any and all of
the Assets, (b) in the case of Assigned Contracts, if any, that have not at the
Closing Date been transferred effectively due to the lack of consents of third
parties, to continue to endeavor to obtain such consents promptly and, if any
such consents are not obtainable, to provide Buyer with the benefit thereof in
some other manner, and (c) to assist Buyer in connection with any actions,
proceedings or arrangements or disputes relating to ownership of and other
rights in the Assets. The parties shall each do or perform such further acts and
things and execute and deliver such further certificates, instruments and other
documents as may be reasonably necessary and proper to implement the intent of
the parties as expressed in this Agreement.

            4.7 Proceedings. Each party shall promptly inform the other of the
making of any threat or claim or the commencement of any investigation,
litigation or proceeding against or affecting Seller, the business or operations
of Seller, the Assets or any of the transactions contemplated hereby.

            4.8 Employees. From and after the closing hereunder, Buyer shall not
assume any obligation or liability of any nature whatsoever with respect to, and
shall have no duty to employ, any of the employees of Seller, or any consultants
engaged to render services to Seller; and Seller shall deliver the Assets to
Buyer free and clear of any such obligations, liabilities and duties.
Notwithstanding the foregoing, Buyer shall be permitted to interview the
individuals employed or engaged by Seller during the thirty-day period prior to
the closing and the thirty-day period following the closing to determine which
employees and consultants Buyer might desire to employ or engage after the
Closing Date. The hiring of any such employees or consultants by Buyer shall be
on such terms and conditions as may be agreeable to Buyer and shall be without
regard to the terms and conditions of the employment or engagement of such
individuals established by Seller prior to the Closing Date.

            4.9 Sales Tax. Except as specifically provided in section 4.10,
Seller shall pay when due, to the appropriate governmental authority or
authorities, all sales, use and excise taxes and levies, if any, arising from
the sale of any of the Assets hereunder.

            4.10 Prorations. Real property taxes, water, sewer, gas, electric,
telephone and other utility charges, permit fees, inspection fees, insurance
premiums (as to those policies, if any, that Buyer determines will be continued
for Buyer's benefit after the Closing Date), and


                                       12
<PAGE>   13

other expenses normal to the operation and maintenance of the business of Seller
shall be prorated as of 12:01 a.m. on the Closing Date on the basis of a 365-day
year. If any of the aforesaid prorations cannot be calculated accurately at such
time on the Closing Date, the same shall be calculated within thirty days after
the Closing Date and either party owing the other a sum of money based on such
subsequent proration shall promptly pay said sum to the other party.

            4.11 Expenses. Each party shall pay all costs, expenses and fees of
his or its own attorneys, accountants, auditors and other advisers and
consultants incurred in negotiating the terms and conditions of this Agreement,
making any investigation in connection herewith, preparing and executing this
Agreement and any certificates, instruments and documents necessary in
connection herewith and consummating the transactions contemplated hereby.

            4.12 Risk of Loss. Risk of loss, damage or destruction of any of the
Assets shall be borne by Seller and the Shareholders until the closing on the
Closing Date and delivery of possession thereof to Buyer.

            4.13 Bulk Sales. Seller either (a) shall pay or otherwise discharge
in full all of Seller's debts, duties, obligations and liabilities of any nature
whatsoever on or prior to the Closing Date and provide to Buyer on or prior to
the Closing Date evidence thereof that is satisfactory to Buyer, or (b) shall
forthwith effect compliance, at Seller's own expense, with the bulk sales laws
of the States of California and Indiana, Article 6 of the Uniform Commercial
Code as in effect in such States, and if Seller elects to effect such
compliance, Buyer shall cooperate with and assist Seller therewith as Seller may
reasonably request.

            4.14 Casualty and Condemnation. If, prior to the closing on the
Closing Date, any of the Assets or any part of any Asset is destroyed or
materially damaged, or if condemnation proceedings are commenced against any of
the Assets, Buyer shall have the right, exercisable by notice to Seller within
fifteen days after receiving actual notice of such damage, destruction or
condemnation proceedings, to terminate this Agreement, in which event neither
Seller nor the Shareholders nor Buyer shall have any further rights or
obligations hereunder, except that the covenants and agreements in sections 4.3,
4.5.4 and 4.11 shall survive such termination. If Buyer does not so elect to
terminate this Agreement, Buyer may elect to accept the Assets in their then
condition and all proceeds of insurance or condemnation payable to Seller by
reason of such damage, destruction or condemnation shall be paid and assigned to
Buyer. In the event of any immaterial damage to any Assets that Seller is
unwilling to repair or replace, Buyer shall have the right, exercisable by
notice within fifteen days after receiving actual notice of such damage, either
(a) to terminate this Agreement as provided above in this section 4.14 or (b) to
accept the Assets in their then condition and proceed with the purchase, in
which event Buyer shall be entitled to a reasonable reduction of the Purchase
Price to offset the cost of repairing or replacing the damaged Assets.

            4.15 Buyer's Consent to New Contracts. None of Seller and the
Shareholders shall hereafter enter into any oral or written lease, amendment of
lease, contract, agreement, commitment or understanding pertaining to any of the
Assets, other than in the ordinary course of Seller's business as heretofore
conducted, without obtaining Buyer's prior written consent thereto, which
consent shall not be unreasonably withheld.


                                       13
<PAGE>   14


            4.16 Brokers and Finders. Buyer represents and warrants to Seller
and the Shareholders, and Seller and the Shareholders represent and warrant to
Buyer, that it or they, respectively, have not had any contact or dealings
regarding any of the Assets, or communications in connection with the subject
matter of this Agreement, with or through any broker or finder who can claim a
valid and lawful right to a commission or fee as a procuring cause of the
transactions contemplated hereby. If any such broker or finder perfects a claim
for any commission or fee based on any such contact, dealings or communications,
the party or parties through whom or by whose authority such broker or finder
makes such claim shall be responsible for such commission or fee and all costs
and expenses (including reasonable attorneys' fees) incurred by the other party
or parties in defending the same.

            4.17 No Solicitation. Prior to the Closing Date, none of Seller or
the Shareholders shall contact, solicit or discuss or negotiate with any person
other than Buyer any of the transactions contemplated hereby, the possible sale
to any person of the Assets or any substantial part thereof or any of the
capital stock of the Seller or any possible business combination involving
Seller.

            4.18 Publicity. Prior to the closing on the Closing Date, no
publicity, release, announcement, notice, statement or report concerning the
transactions contemplated hereby shall be issued by any party without the prior
approval of the form and substance thereof by Buyer and Seller; provided that
Buyer and its affiliates shall have the right, in their absolute discretion, to
make or file with the Securities and Exchange Commission or any other
governmental agency such releases, announcements, notices, statements or reports
as they may determine to be necessary or advisable for Buyer or any of its
affiliates to comply with applicable laws, rules and regulations.

            4.19 Consultation by Seller. From and after the Closing Date, Seller
shall, without further consideration, cooperate with and assist Buyer in
effecting an orderly transition of ownership and operation of the Assets and the
business of Seller as contemplated hereby.

            4.20 Noncompetition. None of Seller and the Shareholders shall, at
any time within three years after the Closing Date, directly or indirectly, own
an interest in, join, operate, control or participate in, or be connected as an
officer, employee, agent, independent contractor, consultant, partner, member,
manager, shareholder (except as holder of not more than one percent of the
outstanding stock of any corporation, which stock is actively and publicly
traded) or principal with, any corporation, limited liability company,
partnership, joint venture, proprietorship, association, firm or other entity or
person engaged in any business that would be competitive with the business of
Seller as conducted by Seller on or prior to the Closing Date in any state where
Seller shall have conducted business or where any customer of Seller is located
on or prior to the Closing Date; provided that this section 4.20 shall not
prohibit Peterson from continuing to be engaged in the business activities
unrelated to Seller's business in which he is engaged on the date hereof, so
long as such activities do not include the design, manufacture or sale for or to
persons other than Buyer of any of the products described on Schedule 2.6 or any
parts or components thereof; and provided further that, during the three-year
period beginning on the Closing Date, Peterson shall not, and shall not permit
Peterson & Company to, design or manufacture powder actuated tools for or sell
any powder actuated tools to any person other than Buyer, except strictly in
accordance with the Supply Contract. Notwithstanding the foregoing

                                       14
<PAGE>   15


provision for a three-year period, this section 4.20 shall only apply for a
period of one year for Swiggard and Manzo if, and only if, during such one-year
period Buyer shall maintain non-exclusive distribution areas for Masterset brand
name products with Swiggard or Manzo. If Buyer fails to maintain the
non-exclusive distribution areas for Swiggard or Manzo, through no fault of
Swiggard or Manzo, Swiggard and Manzo shall have no further obligation under
this section 4.20.

            4.21 Name Change. On or promptly after the Closing Date (and in any
event within ten days thereafter), Seller shall change its name to a name that
does not include any of the words in Seller's name at the date hereof or any
variation or abbreviation thereof, which new name is not similar to Seller's
name at the date hereof.

            4.22 Seller's and Shareholders' Representative. Seller and the
Shareholders hereby designate and appoint Berry as their attorney-in-fact and
agent, to act in their place and stead and on their behalf, in connection with
all matters arising under or relating to this Agreement, including, without
limitation, the defense and settlement of all claims within the scope of their
indemnification obligations under section 4.3.2 of this Agreement. Such
attorney-in-fact shall have full power and authority to do and perform every
act, deed, matter and thing whatsoever in connection therewith, as fully and
effectually to all intents and purposes as Seller or the Shareholders might or
could do in person if personally present. This power of attorney shall become
effective on the date of this Agreement and shall terminate when all of Seller's
and the Shareholders' obligations under this Agreement are satisfied in full or
expire. This power of attorney shall not be affected by the disability or death
of any of the Shareholders and shall be irrevocable for its term. Any person
acting without negligence and in good faith in reasonable reliance on this power
of attorney shall not incur any liability thereby. Any actions so taken, unless
otherwise invalid or unenforceable, shall be binding on the successors, assigns,
heirs and personal representative of Seller and the Shareholders. Buyer shall be
entitled to rely on instructions of the attorney-in-fact without reservation,
unless and until all the Shareholders and Seller state to the contrary by
written notice to Buyer signed by all of them.

        5. Representations and Warranties.

            5.1 Of Seller and the Shareholders. Seller and Shareholders, jointly
and severally, hereby represent and warrant to and agree with Buyer, as follows:

                5.1.1 Organization. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Indiana,
and has full power and authority to carry on its business as now conducted and
to own its assets. Seller is duly qualified to conduct business and is in good
standing as a foreign corporation under the laws of each jurisdiction where, by
virtue of its business conducted therein, it is required to be so qualified. The
copies of the Articles of Incorporation and Bylaws of Seller heretofore
delivered by Seller to Buyer are true and complete copies thereof as in effect
on the date hereof. The minute books of Seller, true and complete copies of
which have heretofore been furnished by Seller to Buyer, contain substantially
accurate records of all meetings of Seller's Board of Directors, all committees
of such Board of Directors, and Seller's shareholders since inception and
accurately reflect all material transactions to which such minutes refer.


                                       15
<PAGE>   16


                5.1.2 Capitalization. The authorized capital stock of Seller
consists of 1,000 shares of common stock, of which 1,000 shares have been
validly issued and are outstanding, fully paid, nonassessable and free of
preemptive and similar rights. Such issued and outstanding shares and all right,
title and interest therein, of record and beneficial, are owned by the persons
and in the amounts stated on Schedule 5.1.2 attached hereto. No shares of
capital stock of Seller have been issued, sold, transferred, assigned, pledged,
hypothecated or otherwise disposed of since 1991.

                5.1.3 Subsidiaries. Seller has no subsidiaries and does not own
of record or beneficially any capital stock or other equity securities issued by
any other person.

                5.1.4 Options, Warrants, Convertible Securities, etc. There are
no outstanding options, rights, warrants, convertible securities, commitments or
agreements calling for the issuance or the transfer, sale or disposition by any
person of any shares of capital stock of Seller or of any securities convertible
into or exchangeable therefor.

                5.1.5 Directors and Officers. The directors and officers of
Seller are as set forth on Schedule 5.1.5 attached hereto. No other person is a
director or officer of Seller.

                5.1.6 No Restriction on Transaction. Neither Seller nor any of
the properties, business or operations of Seller nor any of the Shareholder
Patent Rights is subject to (a) any mortgage, pledge, lien, claim, charge,
encumbrance, security interest or other restriction or defect in title (each, a
"Lien"), except as shown on Schedule 5.1.6 attached hereto, each of which Liens
will be discharged and released on or prior to the Closing Date, or (b) any
indenture, lease, agreement, instrument, law, statute, code, ordinance, rule,
regulation, order, judgment or decree, or any other restriction, that would
interfere with consummation of the transactions contemplated by this Agreement
or the conduct by Seller of its business and operations hereafter or the conduct
of such business by Buyer from and after the closing hereunder. This Agreement
has been duly authorized, executed and delivered by each of Seller and the
Shareholders and is the legal, valid and binding agreement of each of them,
enforceable against each of them in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
arrangement, moratorium or other similar laws relating to or affecting the
rights of creditors generally and except for limitations imposed by general
principles of equity on the availability of equitable remedies.

                5.1.7 No Conflicts. The execution and delivery by each of Seller
and the Shareholders of this Agreement, the performance by each of them of its
or his respective obligations hereunder and its or his performance of,
fulfillment of and compliance with all of the terms and conditions hereof, do
not and will not conflict with, breach or result in a breach of the terms,
conditions or provisions of, or constitute a default under, result in the
creation of any Lien on any of its or his properties pursuant to, give any third
party the right to accelerate any obligation under, violate or result in a
violation of, or require any authorization, consent, approval, exemption or
other action by or notice to any person or any court or administrative or
governmental body or agency pursuant to, any agreement, indenture, mortgage,
instrument, law, statute, code, ordinance, rule, regulation, order, judgment or
decree to or by which any of them or any of the Assets is a party, is subject or
is bound.


                                       16
<PAGE>   17

                5.1.8 Financial Statements. Seller has furnished to Buyer
Seller's financial statements consisting in each case of unaudited balance
sheets as of December 31, 1998 and 1999, and the related unaudited statements of
earnings and cash flows for the years then ended, accompanied in each case by
the compilation or review report of independent certified public accountants,
and Seller's unaudited balance sheets as of March 31 and September 30, 2000, and
the related statements of earnings and cash flows for the three-month and
nine-month periods, respectively, then ended. Such financial statements are
complete and correct and fairly present the financial position and results of
operations of Seller at the dates and for the periods indicated, in conformity
with GAAP consistently applied throughout such periods, except to the extent
disclosed in such statements. At the respective dates of such financial
statements, there were no material liabilities of Seller (actual, contingent or
accrued) which, in accordance with GAAP, should have been shown or reflected
therein or in the notes thereto which are not shown or reflected therein.

                5.1.9 Changes in Condition. Since March 31, 2000, there has not
been (a) any change in the assets or liabilities or condition (financial or
other) of Seller from that set forth in Seller's balance sheet as of that date,
except changes in the ordinary course of business, none of which has been
material or adverse, (b) any damage, destruction or loss materially or adversely
affecting Seller or its business or the Assets, whether covered by insurance or
not, (c) any substantial increase in the compensation paid or payable to any
employee of Seller, including any direct or indirect form of payment made to or
with respect to any such person, or (d) any labor dispute involving Seller.

                5.1.10 Books of Account. The books of account of Seller are
complete and correct in all material respects and have been furnished to Buyer,
and all monies due or to become due from or to or owing by, and all liabilities
(actual, contingent or accrued) of, Seller by reason of any transaction, matter,
cause or thing which, in accordance with GAAP should be entered therein, have
been duly, correctly and completely entered therein.

                5.1.11 Validity of Contracts. The Assigned Contracts are legal,
valid, binding and subsisting agreements of Seller and each other party thereto,
enforceable against each other party thereto in accordance with their respective
terms. No party to any contractual arrangements with Seller (including Seller)
is not in compliance with or is in default (without regard to any requirement of
notice or grace period or both) in the observance or performance of any term,
condition or provision of any such contractual arrangement relating to or
affecting Seller or its business or the Assets in any manner so as presently or
at any future time to have any material adverse effect on Seller or its
business, operations or financial condition or any of the Assets.

                5.1.12 Properties.

                    (a) Seller and the Shareholders have all requisite power,
capacity and authority to own and hold, and have good and marketable
indefeasible title to, all of the Assets respectively owned by them, which are
all of the assets and properties used or useful in or in connection with
Seller's business, subject to no Lien, excepting only such as will be discharged
or released on or prior to the Closing Date, the Assigned Contracts and minor
easements and exceptions, none of which will interfere with the use by Buyer of
the Assets.



                                       17
<PAGE>   18

                    (b) At the closing on the Closing Date, Buyer will acquire
good and marketable indefeasible title to all of the Assets, subject to no Lien,
except only the Assigned Contracts and such as shall have then been approved by
Buyer herein or hereunder.

                    (c) No condemnation proceeding or eminent domain proceeding
of any kind is pending or, to the best knowledge of Seller and the Shareholders,
contemplated or threatened, against any of the Assets.

                    (d) No permits, licenses or certificates pertaining to the
ownership or operation of any of the Assets, other than those that are
transferable therewith and those to which section 3.1.5 refers, are required by
any governmental agency having jurisdiction over any of the Assets or Seller's
business or operations. Seller has furnished to Buyer true and complete copies
of all Code Approvals relating to any one or more products designed, developed,
manufactured or marketed by Seller. All such Code Approvals are valid and in
full force and effect and are based on and supported by bona fide, accurate and
complete test results, engineering calculations and other information procured
by Seller and furnished to ICBO or any other code approval agency. The load
values and other information set forth in each such Code Approval are accurate
and complete.

                5.1.13 Intellectual Property.

                    (a) "Intellectual Property" means all Code Approvals, Patent
Rights, Trade Secrets, trademarks, service marks, trade names and copyrights and
all rights and licenses relating thereto and all other tangible or intangible
proprietary information and materials used or useful in Seller's business, as
well as all registrations and pending applications for registration of any of
the foregoing in any jurisdiction, and including each license, sublicense or
other contract relating thereto. Seller owns absolutely and exclusively all of
the Intellectual Property used or useful in Seller's business free and clear of
any Lien. The Shareholders own absolutely and exclusively all of the Shareholder
Patent Rights free and clear of any Lien. Seller and the Shareholders have fully
disclosed to Buyer all material information regarding the Intellectual Property,
all of which is listed and described on Schedule 5.1.13 attached hereto.

                    (b) Schedule 5.1.13 sets forth a complete and correct list
and description of all of the following Intellectual Property owned by any of
Seller, the Shareholders and affiliates of the Shareholders and a corresponding
list of each jurisdiction in which a patent or registration for such item has
been issued or in which an application has been filed therefor in the name of
Seller, the Shareholders or affiliates of the Shareholders: (i) letters patent
and patent applications, (ii) trademarks, service marks and trade names, and
(iii) copyrights. Each item set forth on Schedule 5.1.13 that is registered is
registered in the name and for the exclusive benefit of Seller, the Shareholders
or affiliates of the Shareholders.

                    (c) Seller has sole and exclusive rights to, and no other
person or entity has any claim of ownership, whether joint or individual, with
respect to, the Intellectual Property. The Shareholders have sole and exclusive
rights to and no other person or entity has any claim of ownership, whether
joint or individual, with respect to, the Shareholder Patent Rights. Each patent
and each registration listed on Schedule 5.1.13 is valid, enforceable,
subsisting and in full force and effect and has been duly prosecuted, registered
and maintained by


                                       18
<PAGE>   19

Seller, the Shareholders or affiliates of the Shareholders in each jurisdiction
listed. No pending application for a patent or for registration of a trademark
has been rejected, suspended, made a subject of an office action or other
challenge by the agency with which such application has been filed or by any
third party, except as disclosed in Schedule 5.1.13. No patent has been claimed
or adjudicated to be invalid or unenforceable as a whole or in part, no
trademark or service mark has been the subject of any claim of abandonment or
otherwise challenged as invalid and no copyright has been invalidated or alleged
to be in the public domain. No patent or registration is subject to any current
tax, maintenance fee or renewal fee which has not been paid. All trademarks,
service marks and trade names set forth on Schedule 5.1.13 have been used
continuously by Seller since adoption by Seller.

                    (d) All of the Trade Secrets are valid and protectable, are
not publicly known and have not been disclosed or otherwise made available to
any person except pursuant to a written confidentiality agreement. Seller has
taken all reasonable and appropriate steps to protect and preserve all of the
Trade Secrets and all other Intellectual Property that is not otherwise
protected by patents or by copyright registrations. Each item of the Trade
Secrets qualifies as a "trade secret" under the Uniform Trade Secrets Act as
enacted as part of the California Civil Code. Seller does not possess and has
not used in its business any confidential information or trade secrets owned by
any person other than Seller except in strict compliance with the terms and
conditions of a valid and enforceable agreement between Seller and the owner or
owners of such trade secret or confidential information.

                    (e) Seller owns or is licensed or otherwise possesses
legally enforceable rights to use all Intellectual Property that is used or
useful in the business of Seller. No license, consent or other authorization is
required from any third party with respect to any Intellectual Property used or
useful in the business of Seller or, if so required, each such license or
consent has been obtained, is valid and enforceable in accordance with its terms
and is in full force and effect and is not the subject of any notice of
termination or nonrenewal, and there is no default or alleged or threatened
default with respect to any such license or consent.

                    (f) Seller's possession and use of the Intellectual Property
does not conflict with, infringe, violate, interfere with or constitute a
misappropriation of any right, title, interest or goodwill of any other person.
The Shareholders' and their affiliates' possession and use of the Shareholder
Patent Rights does not conflict with, infringe, violate, interfere with or
constitute a misappropriation of any right, title, interest or goodwill of any
other person. None of Seller and the Shareholders possesses any information or
is otherwise aware of any basis for any claim against any of Seller and the
Shareholders with respect to any infringement, misappropriation or other misuse
of any intellectual property of any third party. None of Seller, the
Shareholders and affiliates of the Shareholders has infringed, misappropriated
or misused or is now infringing, misappropriating or misusing any intellectual
property belonging to any other person.

                5.1.14 Tax Returns and Payments. Seller has filed all tax and
information returns and reports required by law to be filed by Seller, including
those with respect to receipts, income, sales, use, value added, ad valorem,
withholding, social security, excise, franchise and unemployment taxes. All
returns are proper and all taxes shown to be due and all additional assessments
and charges on Seller or on or measured by properties, assets, receipts, income,
sales


                                       19
<PAGE>   20

or payroll of Seller have been paid. The reserves for current taxes accrued on
the books of Seller are reasonable and substantially adequate in amount. Seller
has not received any notice of assessment or proposed assessment of any United
States, state, municipal or other tax on or measured by income, receipts or
sales, nor to the best of Seller's and the Shareholders' knowledge, is there any
basis for any additional assessment of any such tax.

                5.1.15 Litigation. None of Seller and the Shareholders is a
party to any pending, and neither Seller nor any of the Shareholders has any
notice or knowledge of any threatened or any knowledge of any basis for any,
action, suit, proceeding or investigation, at law or in equity or otherwise, in,
before or by any court or arbitrator or any governmental board, commission,
agency, department or officer, in which an adverse determination could have any
material adverse effect on Seller or its business, operations or financial
condition or on any of the Assets.

                5.1.16 Employee Claims. No present or former employee or
consultant of Seller has asserted any material claim directly or indirectly
against Seller or its business or the Assets on account of or for (a) overtime
pay, other than overtime pay for work done in the current payroll period, (b)
wages or salary for any period other than the current payroll period, (c) any
material amount of vacation time off or pay in lieu of vacation time off, other
than vacation time off (or pay in lieu thereof) earned in or in respect of the
current fiscal year, or (d) any violation of any statute, ordinance or
regulation relating to minimum wages or maximum hours of work. No person or
party (including, but not limited to, governmental agencies of any kind) has
asserted any claim, or has any basis for any action or proceeding, against
Seller under or arising out of any statute, ordinance or regulation relating to
discrimination in employment or employment practices.

                5.1.17 Contracts for Personal Services. Seller is not a party or
subject to any contract, agreement or commitment, written or oral, for or
relating to personal services rendered or to be rendered to Seller, and the
Assets do not include, and after the closing hereunder will not be affected by,
any such contract, agreement or commitment.

                5.1.18 Employee Benefit Arrangements. None of Seller and the
Shareholders is a party to or bound by any contract, agreement or commitment by
the terms of which any person is or may become entitled (for any reason or in
any capacity) to any share in the proceeds, earnings or profits of Seller or its
business or the Assets or of any department, division or other unit of Seller or
its business, and Seller has no pension or retirement income plan, contract,
agreement or commitment in force for the benefit of any of its employees or
consultants, the obligations under which will not at the Closing Date have been
fully discharged. No person or party has asserted any claim under which Seller
has any liability under any health, sickness, disability, medical, surgical,
hospital or similar benefit plan or arrangement (whether legally binding or not)
maintained by Seller, or to or by which Seller or its business or any of the
Assets is a party or is subject or is bound, or under any workers' compensation
or similar law, which is not fully covered by insurance maintained with
reputable, financially responsible insurers.

                5.1.19 Collective Bargaining Agreements. Seller is not a party
to or bound by any collective bargaining agreement or other labor agreement with
any bargaining


                                       20
<PAGE>   21

agent (exclusive or otherwise) of any of its employees, except only for such
collective bargaining agreements as shall have been terminated and fully
performed and discharged by Seller on or prior to the Closing Date.

                5.1.20 Other Interested Parties. None of Seller and the
Shareholders has adopted or become a party to any plan, contract, agreement or
commitment for the sale, distribution or issuance of any interest in Seller or
its business or any of the Assets to any person (other than as provided herein).

                5.1.21 Contracts for Purchase or Sale. Seller is not a party to
or bound by any contract, agreement or commitment with any person or party for
the purchase of any properties or assets which requires that payment for such
properties or assets shall be made whether or not delivery is ever made thereof,
and Seller is not a party to or bound by any other contract, agreement or
commitment for the purchase or for the sale of any properties or assets of any
nature, except only such as have been made in the ordinary course of business.

                5.1.22 Insurance. All of the tangible Assets are insured to
their full replacement value with financially sound and reputable insurers.
Schedule 5.1.22 attached hereto contains a true and complete list and
description of all insurance policies of which Seller is the owner or
beneficiary.

                5.1.23 Condition of Assets. All of the tangible Assets are
accepted "as is" after acceptance on final inspection in good operating
condition and repair and in compliance with all applicable laws and regulations.
The use and operation of the Assets is in full compliance with applicable
building codes, environmental, zoning and land use laws, and all other local,
state and federal laws and regulations. All of the Assets described in clause
(h) of section 1.1.3 will have arisen or accrued, at the Closing Date, in the
ordinary course of business, will at the Closing Date represent legal, valid and
binding obligations due to Seller, and will at the Closing Date be collectible
in the ordinary course of business in the full recorded amounts thereof (except
only for any amount thereof for which reserves have been established on Seller's
balance sheet as of June 30, 2000). The Inventory is in good and merchantable
condition, reasonably in balance and currently of a usable and saleable quality
in the ordinary course of Seller's business. The Inventory is valued on Seller's
financial statements at the lower of cost or net realizable value, with cost
being determined on a consistent basis.

                5.1.24 Utilities. All water, sewer, gas, electric, telephone and
drainage facilities and all other utilities required by law or by the normal use
and operation of the Assets are installed to the property lines of the premises
on which such Assets are located, are connected pursuant to valid permits and
are adequate to service such premises and the Assets and to permit full
compliance with all requirements of law and normal usage of the Assets by
licensees and invitees of Seller.

                5.1.25 Licenses. Seller has obtained, and the Assets include,
all licenses, permits, easements and rights of way, but excluding those to which
section 3.1.5 refers, required from all governmental authorities having
jurisdiction over Seller or any of the Assets or from private parties, for the
normal use and operation of the Assets and Seller's business and to insure
vehicular and pedestrian ingress to and egress from the premises where the
Assets are located.

                                       21
<PAGE>   22



                5.1.26 Additions. Seller is not a party to any contract,
agreement or commitment for any additions, repairs or improvements to any Assets
for which payment has not been made in full.

                5.1.27 No Liens. None of the Assets is subject to or affected by
any Lien, no such Lien has been claimed and there is no basis for any such
claim, except only for the security interest granted by Seller to Buyer in the
Loan and Security Agreement between them dated as of September 25, 2000.

                5.1.28 Compliance with Laws. Each of Seller and the Shareholders
has complied with, and is not in violation of or default under, any laws, rules,
regulations, orders or decrees applicable to Seller or any of the Assets. To the
best of Seller's and the Shareholders' knowledge, (a) the sale and assignment
hereunder of the Assets to Buyer will include all rights necessary to ensure
compliance with all governmental statutes, laws, rules and regulations, and (b)
since December 31, 1999, no law, code, regulation or ordinance has been adopted
or is pending before ICBO or any other code approval agency or any legislative
or administrative body in any jurisdiction where Seller carries on its business,
which would, if adopted or enacted, materially and adversely affect such
business as now conducted.

                5.1.29 Buyer's Use. None of Seller and the Shareholders has any
knowledge of any plan, study or effort of ICBO or any other code approval agency
or any governmental authority that would materially affect the business of
Seller or the use of the Assets, or any portion thereof, for their intended
uses, or of any intended public improvements that could result in any charge
being levied against, or any Lien assessed on, Seller or its business or any of
the Assets. None of Seller and the Shareholders has any notice or knowledge of
any facts that would adversely affect Buyer's usage and operation of the Assets
after the closing hereunder in the manner in which the Assets are now used and
operated by Seller.

                5.1.30 Environmental Matters.

                    (a) Seller has complied and is presently in compliance with
all federal, state and local laws, ordinances, codes, rules, regulations,
permits, orders, judgments, awards, decrees, consent judgments, consent orders
and requirements applicable to it relating to the public health, safety or
protection of the environment (collectively, "Environmental Laws"). No party has
asserted that Seller has violated, or is in violation of, any Environmental
Laws. Specifically and without limiting the generality of the foregoing:

                        (1) Except as permitted under applicable laws and
regulations, including, without limitation, the federal Resource Conservation
Recovery Act, 42 US Section 6901 et seq. ("RCRA"), Seller has not accepted,
processed, handled, transferred, generated, treated, stored or disposed of any
Hazardous Material (as defined in Section 5.1.30(a)(6) below), and Seller has
not accepted, processed, handled, transferred, generated, treated, stored or
disposed of asbestos, medical waste, radioactive waste or municipal waste,
except in compliance with Environmental Laws.

                        (2) During Seller's ownership or leasing of the Assets
and any other property owned or leased by Seller ("Corporate Property") and, to
the knowledge


                                       22
<PAGE>   23


of Seller and the Shareholders, prior to the Seller's ownership or leasing of
such Corporate Property, no Hazardous Material, other than that allowed under
Environmental Laws, including, without limitation, RCRA, has been disposed of,
or otherwise released on any Corporate Property.

                        (3) During Seller's ownership or leasing of the
Corporate Property and, to the knowledge of the Seller and the Shareholders,
prior to the Seller's ownership or leasing of such Corporate Property, no
Corporate Property has ever been subject to or received any notice of any
private, administrative or judicial action, or notice of any intended private,
administrative or judicial action relating to the presence or alleged presence
of Hazardous Material in, under, on or emanating from any Corporate Property or
any real property now or previously owned or leased by Seller. There are no
pending and, to Seller's and Shareholders' knowledge, no threatened actions or
proceedings from any governmental agency or any other entity involving
remediation of any condition of the Corporate Property, including, without
limitation, petroleum contamination, pursuant to Environmental Laws.

                        (4) Except as allowed under Environmental Laws, Seller
has not knowingly sent, transported or arranged for the transportation or
disposal of any Hazardous Material to any site, location or facility.

                        (5) Schedule 5.1.30(a) includes copies of: (i) all
records, notifications, reports, permit or license applications, engineering or
geologic studies, and environmental impact reports, tests or assessments
(collectively, "Records, Notifications and Reports") that (A) affect the
business of Seller, or (B) relate to the discharge or release by Seller of
materials into the environment and/or the handling or transportation by Seller
of waste materials or hazardous or toxic substances or otherwise relate to the
protection of the public health or the environment, or (C) were filed with or
submitted to appropriate governmental agencies during the past twenty-four
months by Seller or the Shareholders or their agents with respect to the
business of Seller, and (ii) all material notifications from such governmental
agencies to Seller, the Shareholders or their agents in response to or relating
to any of such Records, Notifications and Reports.

                        (6) As used in this Agreement, "Hazardous Material"
means the substances (i) defined as "Hazardous Waste" in 40 CFR 261, and
substances defined in any comparable state statute or regulation; (ii) any
substance the presence of which requires remediation pursuant to any
Environmental Laws; and (iii) any substance required to be disposed of in a
manner expressly prescribed by Environmental Laws.

                    (b) Except as set forth on Schedule 5.1.30(b), no
underground storage tanks containing petroleum products or wastes or other
hazardous substances regulated by 40 CFR 280 or Environmental Laws are currently
or have been located on any Corporate Property. Except as set forth on Schedule
5.1.30(b), the Corporation has not owned or leased any real property not
included in the Corporate Property having any underground storage tanks
containing petroleum products or wastes or other hazardous substances regulated
by 40 CFR 280. As to each such underground storage tank ("UST") identified on
Schedule 5.1.30(b), Seller has provided to SST on Schedule 5.1.30(b), the
following:


                                       23
<PAGE>   24

                        (1) the location of the UST, information and material,
including any available drawings and photographs, showing the location, and
whether the Seller currently owns or leases the property on which the UST is
located (and if the Seller does not currently own or lease such property, the
dates on which it did and the current owner or lessee of such property);

                        (2) the date of installation and specific use or uses of
the UST;

                        (3) copies of tank and piping tightness tests and
cathodic protection tests and similar studies or reports for each UST;

                        (4) a copy of each notice to or from a governmental body
or agency relating to the UST;

                        (5) other material records with regard to the UST,
including, without limitation, repair records, financial assurance compliance
records and records of ownership; and

                        (6) to the extent not otherwise set forth pursuant to
the above, a summary description of instances, past or present, in which the UST
failed to meet applicable standards and regulations for tightness or otherwise
and the extent of such failure, and any other operational or environmental
problems with regard to the UST, including, without limitation, spills, whether
in connection with delivery of materials to the UST, releases from the UST, soil
contamination or otherwise.

                    Except to the extent set forth on Schedule 5.1.30(b), the
Seller has complied with Environmental Laws regarding the installation, use,
testing, monitoring, operation and closure of each UST described on Schedule
5.1.30(b).

                    5.1.31 Trade Payables. Schedule 5.1.31 contains a complete
and accurate list of all trade accounts and debts payable of Seller (the "Trade
Payables") and the respective amounts thereof, including (without limitation)
late charges, penalties and interest thereon. Other than as set forth on
Schedule 5.1.31, as it may be amended pursuant to section 3.1.2, Seller has no
trade accounts payable or debts in any amount, regardless of whether past due,
now due or becoming due in the future. All of the Trade Payables were incurred
in the ordinary course of Seller's business pursuant to arm's length
transactions.

                    5.1.32 Disclosure. Neither this Agreement nor the financial
statements delivered as provided in section 5.1.8 nor any exhibit or schedule
hereto nor any other certificate, instrument, document or information furnished
by Seller or any of the Shareholders to Buyer hereunder or in connection
herewith contains any untrue statement of a material fact or omits to state any
material fact necessary to make the statements contained therein or herein not
misleading. There is no fact which adversely affects or in the future may (so
far as Seller and the Shareholders can reasonably foresee) materially adversely
affect any of the Assets or the business of Seller that has not been set forth
herein or in an exhibit or schedule hereto or otherwise disclosed in writing to
Buyer.


                                       24
<PAGE>   25

            5.2 Of Buyer. Buyer hereby represents and warrants to and agrees
with Seller, as follows:

                5.2.1 Organization. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of California,
and has full corporate power and authority to carry on its business as now
conducted and to own its assets.

                5.2.2 No Restrictions on Transaction. Buyer is not subject to
any charter provision, bylaw, Lien, indenture, lease, agreement, instrument,
law, rule, regulation, order, judgment or decree or any other restriction that
would interfere with consummation of the transactions contemplated by this
Agreement. This Agreement has been duly authorized, executed and delivered by
Buyer and is the legal, valid and binding agreement of Buyer, enforceable
against Buyer in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or
other similar law relating to or affecting the rights of creditors generally and
except for limitations imposed by general principles of equity on the
availability of equitable remedies.

                5.2.3 No Conflicts. The execution and delivery by Buyer of this
Agreement, the performance by Buyer of its obligations hereunder and its
performance of, fulfillment of and compliance with all of the terms and
conditions hereof, do not and will not conflict with, breach or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
result in the creation of any Lien on any of its properties pursuant to, give
any third party the right to accelerate any obligation under, violate or result
in a violation of, or require any authorization, consent, approval, exemption or
other action by or notice to any person or any court or administrative or
governmental body or agency pursuant to, any agreement, indenture, mortgage,
instrument, law, statute, code, ordinance, rule, regulation, order, judgment or
decree to or by which Buyer is a party, is subject or is bound.

                5.2.4 Litigation. Buyer is not a party to any pending, and has
no notice or knowledge of any threatened or any knowledge of any basis for any,
action, suit, proceeding or investigation, at law or in equity or otherwise, in,
before or by any court or arbitrator or any governmental board, commission,
agency, department or officer, in which an adverse determination could have a
material adverse effect on the execution, delivery or performance by Buyer of
this Agreement.

            5.3 Survival. All representations, warranties and agreements in this
Agreement shall survive any investigation made by or on behalf of any party and
shall survive the consummation of the transactions contemplated by this
Agreement, except that the representations and warranties of Seller and the
Shareholders in section 5.1 or in any information furnished by them to Buyer
hereunder relating to the physical quality or physical condition of any of the
Assets shall expire on the fifth anniversary of the Closing Date.

        6. Attorneys' Fees. If any party hereto shall fail to perform any of its
or his obligations under this Agreement or if a dispute arises concerning the
meaning or interpretation of any provision of this Agreement, the defaulting
party or parties or the party or parties not prevailing in such dispute, as the
case may be, shall pay any and all costs and expenses incurred by the other
party or parties in enforcing or establishing their or its or his rights
hereunder,


                                       25
<PAGE>   26

including, without limitation, court costs and the fees and expenses of
attorneys and expert witnesses.

        7. Time. Time is of the essence of this Agreement.

        8. Entire Agreement. This Agreement contains the entire agreement of the
parties and supersedes any and all prior or contemporaneous negotiations,
correspondence, understandings and agreements between or among the parties,
written or oral, regarding the subject matter hereof.

        9. Modification and Waiver. This Agreement may be amended or modified at
any time only by a written instrument executed by Seller, Shareholders holding a
majority of the shares of common stock of Seller owned by all of the
Shareholders, and Buyer. Any of the terms, covenants, representations,
warranties or conditions hereof may be waived by a written instrument executed
by the party waiving compliance; provided that, for this purpose, the
Shareholders all be deemed to be a single party, and such instrument need be
executed only by the holders of a majority of the shares of common stock of
Seller held by all of them. The failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect the right
of such party at a later time to enforce the same. No waiver by any party of the
breach of any term, agreement, covenant, representation or warranty in this
Agreement as a condition to such party's obligations hereunder shall release or
affect any liability resulting from such breach, and no waiver of any nature,
whether by conduct or otherwise, in any one or more instances shall be deemed to
be or be construed as a further or continuing waiver of any such condition or of
any breach of any other term, agreement, covenant, representation or warranty.

        10. Notices. All notices, requests, waivers, approvals, instructions,
consents, demands and other communications hereunder shall be in writing and
shall be deemed duly given and received when delivered personally, when
transmitted by facsimile, one business day after being deposited for next-day
delivery with a nationally recognized overnight delivery service, or three days
after being deposited with the United States Postal Service as first class mail,
with all charges or postage prepaid, properly addressed, as follows:

                      If to Seller, at --

                             4130 Englewood Drive
                             Indianapolis, Indiana  46226
                             Facsimile No. 317-591-5911
                             Attention:  Brian Berry

                      With a copy to:

                             McNeeley, Stephenson, Thopy & Harrold
                             30 W. Washington Street, Suite 400
                             Shelbyville, IN  46176
                             Facsimile No.  317-835-7777
                             Attention: Michael Stephenson, Esq.


                                       26
<PAGE>   27

                      If to Buyer, at --

                             4637 Chabot Drive, Suite 200
                             P.O. Box 10789
                             Pleasanton, California  94588
                             Facsimile No. 925-847-9114
                             Attention:  Mr. Michael J. Herbert

                      With a copy to:

                             Shartsis, Friese & Ginsburg LLP
                             One Maritime Plaza, 18th Floor
                             San Francisco, California 94111
                             Facsimile No. 415-421-2922
                             Attention:  Douglas L. Hammer, Esq.

        11. Counterparts. This Agreement may be executed in any number of
counterparts, or by different parties in different counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

        12. Successors and Assigns. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided that none of Seller and the Shareholders shall assign this Agreement or
any rights hereunder or delegate any duties hereunder, without the prior consent
of Buyer, and any attempted or purported assignment or delegation by any of
Seller and the Shareholders without the consent of Buyer shall be void.

        13. Exhibits. All schedules and exhibits attached hereto and the
documents and instruments delivered at the closing hereunder are expressly made
a part of this Agreement as fully as though completely set forth herein, and all
references to this Agreement herein or in any of such documents and instruments
(whether or not such references include a specific reference to such documents
and instruments) shall be deemed to refer to and include all such documents and
instruments. Any breach of or default under any provision of any of such
documents and instruments, shall, for all purposes, constitute a breach or
default under this Agreement.

        14. Number and Gender. Whenever the context requires, the use in this
Agreement of the singular number shall be deemed to include the plural and vice
versa, each gender shall be deemed to include each other gender, and "person"
shall be deemed to include, in addition to natural person, corporation,
partnership, limited liability company, trust, association, firm or other entity
or organization.

        15. No Third Party Beneficiaries. This Agreement is not intended, nor
shall it be construed, to confer any enforceable rights on any person who is not
a party hereto.

        16. Governing Law. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of California.

        17. Headings. The headings herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction or
interpretation of any provision hereof.

                            [Signature Page Follows]


                                       27
<PAGE>   28

        IN WITNESS WHEREOF, this Asset Purchase Agreement has been duly executed
by or on behalf of the parties hereto as of the date first above written.


                         SIMPSON STRONG-TIE COMPANY INC.

/s/BRIAN BERRY
--------------------------
Brian Berry
                                            By   /s/MICHAEL J. HERBERT
                                                 ------------------------------
                                                 Michael J. Herbert
/s/JOHN E. SWIGGARD                              Chief Financial Officer
--------------------------
John E. Swiggard


/s/LEO V. PETERSON
--------------------------
Leo V. Peterson

MASTERSET FASTENING SYSTEMS, INC.


By /s/BRIAN BERRY
   -----------------------
   Brian Berry
   President

                         LIST OF EXHIBITS AND SCHEDULES
                         ------------------------------
<TABLE>
<S>                          <C>
Exhibit A                    Form of Bill of Sale and Assignment
Exhibit B                    Form of Assignment of Patent Rights
Exhibit C                    Form of Assignment of Trademark
Exhibit D                    Form of Opinion of Counsel for Seller and the Shareholders
Exhibit E                    Form of Supply Contract
Schedule 1.1.3(a)            Assigned Contracts
Schedule 1.1.3(b)            Code Approvals
Schedule 2.1.2               June 30 Balance Sheet
Schedule 2.6                 Products
Schedule 2.6.2               Vendor Discounts
Schedule 2.7                 Allocation of Purchase Price and Earn-out Payments
Schedule 5.1.2               Share Ownership of Seller
Schedule 5.1.5               Directors and Officer of Seller
Schedule 5.1.6               Liens Affecting Seller or Its Properties or Business
Schedule 5.1.13              Intellectual Property
Schedule 5.1.22              Insurance
Schedule 5.1.30(a)           Records, Notifications and Reports
Schedule 5.1.30(b)           Underground Storage Tanks
Schedule 5.1.31              Trade Payables
</TABLE>


                                       28
<PAGE>   29


                                                                       EXHIBIT A

                           BILL OF SALE AND ASSIGNMENT
                                       AND
                            ASSUMPTION OF LIABILITIES

        FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, and pursuant to that certain Asset Purchase Agreement dated
as of November 17, 2000 (the "Agreement"), among Masterset Fastening Systems,
Inc., an Indiana corporation ("Transferor"), Brian Berry, John E. Swiggard,
Manzo Associates, Inc., a New Jersey corporation, and Leo V. Peterson, and
Simpson Strong-Tie Company Inc., a California corporation ("Buyer"), Transferor
hereby sells, assigns and transfers to Buyer all right, title and interest in
and to all of the tangible and intangible assets identified or described on
Exhibits I, II, III, IV, V and VI attached hereto and incorporated herein by
this reference (the "Assets"). Capitalized terms used and not otherwise defined
herein have the meanings respectively ascribed to them in the Agreement.
Transferor covenants and warrants that:

               (a) Transferor has fully paid for, and is the owner of, and has
        absolute title to, all of the Assets, free and clear of all mortgages,
        pledges, liens, claims, charges, encumbrances, community property
        rights, security interests and other defects of title, of any kind or
        nature, except only as is expressly set forth in an exhibit attached
        hereto.

               (b) Transferor has not made any prior sale, assignment, transfer
        or other disposition of any of the Assets to any person, firm or
        association.

               (c) Transferor has all right, power, authority and capacity to
        sell, assign, convey and transfer each and all of the Assets to Buyer.

               (d) None of the licenses or permits, Assigned Contracts or Code
        Approvals, included in the Assets, has been amended or changed, nor has
        any oral or written notice of breach, violation or default been received
        by Transferor under any of such licenses, permits, leases or contracts.

               (e) No notice is necessary or desirable to be given to, and no
        consent or approval is necessary or desirable to be obtained from, any
        person or party or governmental authority in connection with the
        transactions effected hereby, except such as have been given or obtained
        by Transferor and are in full force and effect.

               (f) All of the Assets that are tangible, and each item thereof,
        are in good repair, condition and working order, reasonable wear and
        tear excepted, and, in the case of inventory, are in merchantable
        condition and of a usable and saleable quality.


                                      A-1
<PAGE>   30


               (g) All acts, proceedings and things necessary and required by
        law or any instrument to which Transferor is a party or by which
        Transferor is bound to make this Bill of Sale and Assignment a valid,
        binding and legal obligation of Transferor, have been done and taken and
        have happened, and the execution and delivery of this Bill of Sale and
        Assignment have in all respects been authorized in accordance with law.

        Transferor shall forever warrant and defend the sale, assignment,
transfer, conveyance and delivery of each and every item of the Assets to Buyer
and Buyer's successors and assigns, against each and every person lawfully
claiming the same. Possession of all of the Assets and any and all instruments
representing the same is being delivered to Buyer concurrently with this Bill of
Sale and Assignment.

        Transferor hereby appoints Buyer as Transferor's attorney-in-fact to
demand, receive and collect for Buyer's own use and benefit all debts and
obligations owing to Transferor on the effective date hereof in connection with
the Assets. Transferor further authorizes Buyer to do all things legally
permissible that may be required to recover and collect such debts and
obligations and to use Transferor's name in any manner Buyer may deem necessary
for the collection and recovery of those debts and obligations, but without
cost, expense or damage to Transferor.

        Buyer hereby assumes the performance and payment when due of all of the
terms, covenants and conditions imposed on Transferor under or in connection
with the Assigned Contracts identified in Exhibit III and all permits, licenses
and authorizations included in the Assets. Buyer agrees to indemnify Transferor
and hold Transferor harmless from and against any and all of such terms,
covenants and conditions.

        This Bill of Sale and Assignment and Assumption of Liabilities shall
bind and inure to the benefit of Transferor and Buyer and their respective
successors and assigns.

        This Bill of Sale and Assignment and Assumption of Liabilities shall be
governed by and construed and interpreted in accordance with the laws of the
State of California.

                            [Signature Page Follows]


                                      A-2
<PAGE>   31


        IN WITNESS WHEREOF, this Bill of Sale and Assignment and Assumption of
Liabilities has been duly executed by or on behalf of Transferor and Buyer on
this ____________, 2000, at ____________, California.

BUYER:                                   TRANSFEROR:

SIMPSON STRONG-TIE COMPANY INC.          MASTERSET FASTENING SYSTEMS, INC.


By                                       By
  -------------------------------           --------------------------------
  Its                                       Its
     ----------------------------              -----------------------------

By                                       By
  -------------------------------           --------------------------------
  Its                                       Its
     ----------------------------              -----------------------------


EXHIBITS ATTACHED:

I       Equipment
II      Inventory
III     Assigned Contracts and Code Approvals
IV      Trade Names, Trademarks, Service Marks and Copyrights
V       Patent Rights
VI      Other Intangible Property


                                      A-3
<PAGE>   32

ADD ACKNOWLEDGMENTS


<PAGE>   33


                                                                       EXHIBIT B

                                   ASSIGNMENT

        WHEREAS, Masterset Fastening Systems, Inc., a corporation of the State
of Indiana, having a place of business at 4130 North Englewood Drive,
Indianapolis, Indiana 46226, a/k/a Masterset Corporation, and a/k/a/ Masterset
Inc. (hereinafter "Assignor") owns the entire right, title and interest in
United States Letters Patents Nos. 5,119,634, granted June 9, 1992; 5,237,613,
granted August 17, 1993; and 5,657,919, granted August 19, 1997; (referred to
collectively hereinafter as "Patent Rights"); and

        WHEREAS, Simpson Strong-Tie Company Inc., a corporation of the State of
California, having a place of business at 4120 Dublin Blvd., Suite 400, Dublin,
California 94568 (hereinafter "Assignee") desires to obtain the entire right,
title and interest in, to and under said Patent Rights.

        NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, Assignor does hereby sell, assign, transfer and
set over unto the said Assignee, its successors, and assigns, the entire right,
title and interest in, to and under the said Patent Rights, and all reissues,
reexaminations and extensions thereof.

            1. Assignment of Patent Rights. Assignor hereby sells, assigns,
transfers and sets over to Assignee and its successors and assigns, full and
exclusive right, title and interest in and to the Patent Rights or similar legal
protection in the United States of America and its territorial possessions and
in all foreign countries, now existing or that may be obtained, and to any
continuation, division, renewal, substitute, reissue or reexamination thereof or
any legal equivalent thereof in the United States of America or any foreign
country for the full term or terms for which the same may be granted, including
all priority rights under the International Convention.

            2. Further Assurances. Assignor further covenants that Assignee
will, upon request, be provided promptly with all pertinent facts and documents
relating to the Patent Rights and all legal equivalents as may be known or
accessible to Assignor, and that Assignor, at Assignee's expense, will testify
as to the same in any interference or litigation relating thereto and will
promptly execute and deliver to Assignee or its legal representatives any and
all papers, instruments or affidavits required to apply for, obtain, maintain,
issue and enforce the Patent Rights and its equivalents in the United States of
America or in any foreign country, which may be necessary or desirable to carry
out the purposes thereof. Assignor authorizes Assignee to record this Assignment
with the United States Patent and Trademark Office without any further consent
or signature from Assignor.

            3. No Prior Transfer. Assignor hereby covenants that it has the full
right to convey the interest assigned, and that no assignment, sale, agreement
or encumbrance has been or will be made or entered into that would conflict with
this Assignment.

            4. No Licenses. Except for proprietary information agreements with
its own employees or consultants, and with the exception of standard end-user
license agreements, there are no outstanding options, licenses, or agreements of
any kind relating to the Patent Rights, nor


                                      B-1
<PAGE>   34


is the Assignor bound by or a party to any options, licenses, or agreements of
any kind with respect to the Patent Rights.

            5. No Infringement. The Assignor has not received any communications
alleging, nor does the Assignor have reason to believe, that the use or
exploitation of the Patent Rights has violated or would violate any of the
patents, trademarks, service marks, trade names, copyrights, trade secrets, or
other proprietary rights or processes of any other person or entity, and is not
aware, based on reasonable investigation, of any reasonable basis therefor or
threat thereof. The Assignor is not aware that any of its employees, agents,
consultants or contractors is obligated under any contract (including licenses,
covenants, or commitments of any nature) or other agreement, or subject to any
judgment, decree, or order of any court or administrative agency, that would
interfere with the use or exploitation of the Patent Rights. The Assignor is not
aware of any violation or infringement by a third party of any of the Patent
Rights.

            6. Absolute and Exclusive Assignment. This Assignment is absolute,
exclusive and irrevocable.

            7. Successors and Assigns. This Assignment shall bind and inure to
the benefit of the parties and their respective successors and assigns.

Masterset Fastening Systems, Inc., by:



------------------------------                 ---------------------------------
Brian Berry                                    Date
President



State of Indiana                    )
County of _____________________     ) ss:



On this _____________ day of ___________________, 20__ before me personally
appeared Brian Berry to me personally known, and known to me to be the person
who signed the foregoing assignment, and acknowledged the signing of same as his
free act and deed.



-----------------------------
NOTARY PUBLIC

Seal


My Commission Expires:


                                      B-2
<PAGE>   35


                                                                       EXHIBIT C

                                   ASSIGNMENT

        WHEREAS, Masterset Fastening Systems, Inc., a corporation of the State
of Indiana, having a place of business at 4130 North Englewood Drive,
Indianapolis, Indiana 46226, a/k/a Masterset Corporation, and a/k/a/ Masterset
Inc. (hereafter "MASTERSET") is the owner of United States Trademark Reg. Nos.:
1,687,553 granted May 19, 1992 for the trademark "MASTERSET and Design";
1,695,772 granted June 23, 1992 for the trademark "MASTERSET and Design"; and
1,695,773 granted June 23, 1992 for the trademark "MASTERSET and Design"
(collectively the "Registrations"); and is the owner of United States Trademark
Application No. 75/557,337 filed September 23, 1998 for the trademark "TRU-SET
and Design" ("Application"); and

        WHEREAS, Simpson Strong-Tie Company Inc., a corporation of the State of
California, having a place of business at 4120 Dublin Blvd., Suite 400, Dublin,
CA 94568 (hereinafter "SIMPSON") is desirous of acquiring all right and title to
said Registrations and Application (collectively the "Marks").

        NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, MASTERSET does hereby assign unto SIMPSON all
right, title and interest in and to the said Marks.

            8. Assignment of Mark. MASTERSET hereby sells, assigns, transfers
and conveys to SIMPSON all right, title and interest MASTERSET may now have or
ever has had in and to the Marks for any and all purposes, together with all
good will of the business symbolized by the Marks and the trademark
registrations corresponding to the Marks. The foregoing assignment of the Marks
shall include without limitation (a) the right to register or renew the Marks in
the United States and in any foreign country, (b) all right, title and interest
of MASTERSET in any pending registration applications for the Marks, (c) the
exclusive right to sell, assign, lease, license, use or otherwise transfer or
exploit the Marks, and (d) the right to enforce, sue for and collect damages by
reason of any past or future infringement or misuse of the Marks.

            9. Further Assurances. MASTERSET agrees to execute and deliver to
SIMPSON any and all instruments or documents that may be necessary or
convenient, and to provide all assistance reasonably requested by SIMPSON, to
evidence, maintain, defend or enforce this Assignment as well as SIMPSON's
right, title and interest in and to the Marks and to effect the assignment and
transfer of the Marks to SIMPSON, including but not limited to the recordation
of this Assignment with the United States Patent and Trademark Office.

            10. No Prior Transfers. MASTERSET represents and warrants that it
has not previously assigned to any third party any right, title or interest in
or to the Marks or the associated goodwill. MASTERSET acknowledges that it shall
have no right to receive any royalty, fee or other share of income or revenue
that may be received by SIMPSON from the use, sale, license, publication,
distribution or any other transfer or exploitation of the Marks.


                                      C-1
<PAGE>   36


            11. No Licenses. Except for proprietary information agreements with
its own employees or consultants, and with the exception of standard end-user
license agreements, there are no outstanding options, licenses, or agreements of
any kind relating to the Marks, nor is MASTERSET bound by or a party to any
options, licenses, or agreements of any kind with respect to the Marks.

            12. No Infringement. MASTERSET has not received any communications
alleging, nor does MASTERSET have reason to believe, that MASTERSET's use of the
Marks has violated or would violate any of the trademarks, service marks, trade
names, copyrights, or other proprietary rights of any other person or entity,
and is not aware, based on reasonable investigation, of any reasonable basis
therefor or threat thereof. MASTERSET is not aware of any violation or
infringement by a third party of any of the Marks.

            13. Absolute and Exclusive Assignment. This Assignment is absolute,
exclusive and irrevocable.

            14. Successors and Assigns. This Assignment shall bind and inure to
the benefit of the parties and their respective successors and assigns.

Masterset Fastening Systems, Inc., by:



------------------------------                 ---------------------------------
Brian Berry                                    Date
President



State of Indiana                    )
County of _____________________     ) ss:

On this _____________ day of ___________________, 20__ before me personally
appeared Brian Berry to me personally known, and known to me to be the person
who signed the foregoing assignment, and acknowledged the signing of same as his
free act and deed.



------------------------------
NOTARY PUBLIC

Seal



My Commission Expires:



                                      C-2
<PAGE>   37


                                                                       EXHIBIT D

               OPINION OF COUNSEL FOR SELLER AND THE SHAREHOLDERS

        Capitalized terms used and not otherwise defined herein have the
meanings respectively ascribed to them in the Asset Purchase Agreement.

        (a) Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of Indiana. Seller is duly qualified to
conduct business and is in good standing as a foreign corporation under the laws
of each jurisdiction where, by virtue of its business conducted therein, it is
required to be so qualified, except where the failure to be so qualified will
not have any material adverse effect on Seller or its business, assets or
financial condition.

        (b) The authorized capital stock of Seller consists of 1,000 shares of
common stock, of which 1,000 shares have been duly and validly issued in
compliance with the securities laws of the State of Indiana and are outstanding,
fully paid, nonassessable and free of preemptive and similar rights.

        (c) Seller has all necessary power, authority and capacity to carry on
its business as now being conducted, to own its assets, to sell the Assets to
Buyer as contemplated by the Agreement, to execute and deliver the Agreement,
the Bill of Sale, the Patent Assignments and the Trademark Assignments
(collectively, the "Transaction Documents") and all certificates, instruments
and other documents contemplated thereby and to perform its obligations
thereunder, and all necessary action and other proceedings, including obtaining
all necessary waivers, approvals and consents from third parties and others,
required to be taken by any or all of Seller and the Shareholders to authorize
and carry out the Transaction Documents and the transactions thereunder have
been duly and properly taken or obtained.

        (d) The Transaction Documents and the instruments and documents of
transfer and conveyance of the Assets in connection therewith have been duly
executed and delivered by Seller and the Shareholders party thereto,
respectively, and constitute legal, valid and binding agreements of Seller and
the Shareholders, enforceable against them in accordance with their respective
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, arrangement, moratorium or other similar laws relating to or
affecting the rights of creditors generally and except for limitations imposed
by general principles of equity on the availability of equitable remedies.

        (e) To the best of our knowledge and belief after reasonable inquiry,
Seller has, and at the closing on the Closing Date Buyer will acquire, good and
marketable title to all of the Assets, free and clear of all Liens, except Liens
in favor of Buyer.

        (f) The execution and delivery by Seller and the Shareholders of the
Transaction Documents, the performance by each of them of its or his respective
obligations thereunder and its or his performance of, fulfillment of and
compliance with all of the terms and conditions thereof, do not and will not
conflict with, breach or result in a breach of, or constitute a default under,
result in the creation of any Lien on any of its or his properties pursuant to,
violate or


                                      D-1
<PAGE>   38


result in a violation of any Lien, agreement, indenture or instrument known to
us, or any law, statute, code, ordinance, rule, regulation, order, judgment or
decree, to or by which any of Seller and the Shareholders is a party, is subject
or is bound.

        (g) We do not know, after reasonable inquiry, of any litigation,
proceeding or governmental investigation pending or threatened against or
relating to Seller, any of the Assets or any of the transactions contemplated by
the Transaction Documents or of any legal impediment to the continued operation
and use of the Assets by Buyer in the ordinary course of business in the manner
in which the Assets have heretofore been used by Seller.

        The opinions in the second sentence of paragraph (a), the opinion in
paragraph (b) that the shares of Seller have been fully paid and the opinion in
paragraph (g) are provided in reliance in part on an Officer's Certificate from
Seller, a copy of which has been provided to Buyer.




                                      D-2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>f70975ex10-2.txt
<DESCRIPTION>SHARE PURCHASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.2

          SHARE PURCHASE AGREEMENT
          11 January 2001


          between
          Simpson Strong-Tie(R) International, Inc.
          or its designee or affiliate


          and
          BMF Holding A/S



<PAGE>   2


     CONTENTS

<TABLE>
<S>  <C>                                                                              <C>
1.   Definitions....................................................................   2
2.   Purchase Price.................................................................   4
3.   Incorporation of the company...................................................   6
4.   Subsidiaries...................................................................   7
5.   Authorised share capital, shares, distributions................................   7
6.   Financial statements...........................................................   8
7.   Net equity.....................................................................  10
8.   Assets.........................................................................  10
9.   Receivables and debts..........................................................  11
10.  Depreciations and provisions...................................................  12
11.  Off balance sheet commitments, guarantees, endorsements, security interests....  12
12.  Disputes.......................................................................  12
13.  Bankruptcy proceedings.........................................................  12
14.  Product claims.................................................................  13
15.  Insurance......................................................................  14
16.  Environmental Matters..........................................................  14
17.  Intellectual property rights (IPR) and IT......................................  15
18.  Taxes, social security contributions, customs..................................  16
19.  Real estate....................................................................  18
20.  Contracts......................................................................  18
21.  Outstanding amounts............................................................  19
22.  Employees/management...........................................................  19
23.  Competition law and legal regulations..........................................  21
24.  Due diligence..................................................................  22
25.  Confidentiality and press release..............................................  22
26.  Interim period.................................................................  23
27.  Powers.........................................................................  23
28.  Indemnification of the buyer and remedies......................................  24
29.  Buyer's intentions, representations and warranties.............................  25
30.  The future business of the company.............................................  26
</TABLE>

i

<PAGE>   3

<TABLE>
<S>  <C>                                                                              <C>
31.  Non-competition clause.........................................................  27
32.  Closing........................................................................  27
33.  Expenses.......................................................................  28
34.  Competition authorities........................................................  28
35.  Governing law and arbitration..................................................  28
36.  Counterparts...................................................................  28
37.  Schedules......................................................................  29
</TABLE>

ii

<PAGE>   4



             SHARE PURCHASE AGREEMENT

BETWEEN
             Simpson Strong-Tie(R) International, Inc.
             4120 Dublin Boulevard, Suite 400
             Dublin California 94568
             USA

             or its designee or affiliate

             ("the Buyer")

AND

             BMF Holding A/S
             Hedegardsvej 11
             Boulstrup
             DK-8300 Odder
             Danmark

             ("the Seller")

             regarding the shares in BMF Bygningsbeslag A/S




WHEREAS, BMF Bygningsbeslag A/S ("the Company") is a public limited liability
company (in Danish "aktieselskab") having its registered office at Hedegardsvej
11, Boulstrup, DK-8300 Odder, Denmark.

WHEREAS, the Seller is the owner of A-shares of a nominal value of DKK 300,000
and B-shares of a nominal value of DKK 3,200,000 or in total a share capital of
DKK 3,500,000. The differ-

                                       1
<PAGE>   5

ence between the A-shares and the B-shares is that the A-shares have tenfold
voting rights compared to the B-shares;

WHEREAS, the Company's business is to produce and manufacture structural timber
metalwork;

WHEREAS, the Seller has the intention to sell to the Buyer and the Buyer has the
intention to buy from the Seller 100 percent of the shares of the Company (the
"Shares"), consisting of in total DKK 300,000 A-shares and DKK 3,200,000
B-shares;

WHEREAS, the Parties have signed a Letter of Intent on November 12, 2000;

WHEREAS, the Parties have agreed on the terms and conditions of such sale;

WHEREAS, the Buyer has had access to carry through a due diligence on the
Company in the period from the end of November 2000 to January 11, 2001.

NOW, THEREFORE, on the basis of the representations, warranties and agreements
contained in this Agreement, the Parties hereinafter agree as follows:


1.      DEFINITIONS


1.1     In this Agreement the following expressions are defined as follows,
        unless the context requires otherwise:

        a)     "Additional Purchase Price (1)" shall mean the additional
               purchase price for the Shares as set out in Clause 2.4.

        b)     "Additional Purchase Price (2)" shall mean the additional
               purchase price for the Shares as set out in Clause 2.5.

        c)     "Agreement" shall mean this Share Purchase Agreement.


                                       2
<PAGE>   6

        d)     "Assets" shall mean

               (i)    all assets figuring or reflected in the Interim Balance

               (ii)   the IPR belonging to the Company and the Subsidiaries

               (iii)  other assets owned by the Company and the Subsidiaries and
                      which are not shown in the Interim Balance including
                      Assets which have been written of or expensed.

        e)     "Audited Financial Statements" shall mean the annual accounts of
               the Company for the financial years 1997, 1998 and 1999 (Schedule
               1) and the reviewed annual accounts of BMF Holzverbinder GmbH,
               Germany, for the financial years 1997, 1998 and 1999 and the non
               audited annual accounts for 1998 and 1999 for BMF Jutor SP.z.o.o.
               cf. Schedule 2.

        f)     "Closing" shall mean the completion of the sale and purchase of
               the Shares.

        g)     "Closing Date" shall mean 11 January 2001.

        h)     "Company" shall mean BMF Bygningsbeslag A/S, company reg. no. 65
               65 38 18.

        i)     "GADAP" shall mean Generally Accepted Danish Accounting
               Principles.

        j)     "Interim Balance" shall mean an interim balance sheet and profit
               and loss account of the Company and the Subsidiaries as at 30
               September 2000 reviewed by the Company's auditor
               (PricewaterhouseCoopers) including report on review of interim
               financial statements of 13 December 2000 on interim accounts
               prepared by the Company's auditor, cf. Schedule 3.

        k)     "IPR" shall mean intellectual property rights, including patents,
               utility patents, trademarks, registered design rights, copyright
               and know-how.

                                       3
<PAGE>   7

        l)     "Net equity" shall mean the aggregate amount of the share capital
               and the retained profit as shown in the balance sheet of the
               Interim Balance.

        m)     "Party" or "Parties" shall mean the Buyer and the Seller or one
               of them individually.

        n)     "Purchase Price" shall mean the sum of the basic Purchase Prise,
               Additional Purchase Price (1) and Additional Purchase Price (2).

        o)     "Seller Represents" shall mean that the Seller informs the Buyer,
               based upon what the Seller knows or ought to have known upon due
               inquiry into the affairs of the Company. Seller's knowledge shall
               include any knowledge which Poul Bentsen and Henrik Bentsen
               personally may have and shall also include knowledge of any
               material matters which Henrik Bentsen and Poul Bentsen normally
               ought to have had as managers, and knowledge which they normally
               would have obtained upon due inquiry if any matters of the
               Company or of this Agreement would give reasonably cause for such
               inquiry.

        p)     "Shares" shall mean all shares of the Company at a nominal value
               of DKK 3.5 million in the Company and being the entire share
               capital of the Company.

        q)     "Subsidiaries" shall mean BMF Holzverbinder GmbH and BMF Jutor
               Spz.o.o.

2.      PURCHASE PRICE


2.1     The Purchase Price for the Shares consists of the basic purchase price,
        the Additional Purchase Price (1) and the Additional Purchase Price (2).

2.2     The Purchase Price shall be payable in three instalments.


                                       4
<PAGE>   8

2.3     At Closing Date the basic purchase price DKK 100,000,000 (in writing
        Danish kroner one hundred million) shall be paid in cash by wire
        transfer to Sellers bank, account no. 5494 689377 (reg. no. 2191), in
        Unibank A/S, Copenhagen K.

2.4     If the profit before tax according to the financial statement for the
        financial year 2000 in the audited consolidated accounts for the Company
        is equal to or exceeding DKK 8,200,000 the Buyer shall pay Additional
        Purchase Price (1), DKK 10,000,000 (in writing Danish kroner ten
        million). The Additional Purchase Price (1) shall be paid 14 days after
        the financial statement is audited. If the profit before tax according
        to the financial statement for the financial year 2000 in the audited
        consolidated accounts is less than DKK 8,200,000 the Additional Purchase
        Price (1) shall be DKK 0 (in writing Danish kroner zero). The principles
        for calculating the profit before tax is outlined in Schedule 3 A.

        The Additional Purchase Price (1) shall be placed in an escrow account
        with Lett & Co. in the name of the Seller to be released to the Buyer or
        the Seller as applicable subject to the joint instruction from the Buyer
        and the Seller or an arbitration decision to this effect.. Interest
        accrued on the escrow account shall be released to the Buyer

2.5     If the operating profit according to the financial statement for the
        financial year 2001 in the audited consolidated accounts for the Company
        is equal to or exceeding DKK 12,000,000 the Buyer shall pay Additional
        Purchase Price (2), DKK 10,000,000 (in writing Danish kroner ten
        million). The Additional Purchase Price (2) shall be paid 14 days after
        the financial statement is audited, and with a 4% p.a. interest from the
        signing of this Agreement. If the operating profit according to the
        financial statement for the financial year 2001 in the audited
        consolidated accounts for the Company is less than DKK 12,000,000 the
        Additional Purchase Price (2) shall be DKK 0 (in writing Danish kroner
        zero). The principles for calculating the operating profit is outlined
        in Schedule 3 B.


                                       5
<PAGE>   9

2.6     The audited consolidated accounts for the Company shall include the
        Company and the Subsidiaries and other subsidiaries, if any, that the
        Company may control.


2.7     If Simpson Strong-Tie International Inc. transfers the Agreement to a
        designee or affiliate Simpson Strong-Tie International Inc. guarantees
        the payment of the Additional Purchase Price (2).


2.8     Resolution regarding dividend for the Company for the accounting year
        1999 has been validly passed at the ordinary shareholders' meeting on 23
        May 2000 as reflected in the Audited Financial Statement of 1999 and
        paid to the Seller in the fall of 2000. Dividend, if any, for the fiscal
        year 2000 will not be decided until after the Closing Date and shall be
        decided by and for the benefit of the Buyer.

3.      INCORPORATION OF THE COMPANY


3.1     Seller warrants ("garanterer") that the Company has been duly
        incorporated and is lawfully established and existing in accordance with
        Danish law. Seller warrants that the copy of the Company's Articles of
        Association and the transcript from the Danish Commerce and Companies
        Agency (in Danish "Erhvervs-og Selskabsstyrelsen") attached as Schedule
        4 are true, correct and complete.

3.2     Seller warrants that the Company's Shareholders' Register and all other
        records which must be drawn up or kept by the Company in accordance with
        current laws and regulations are in good order, complete and exact and
        up to date on the date of signature of this Agreement with the only
        exception that minutes of the general meeting held in 1998 for the
        financial year 1997 have not been prepared.

3.3     Seller warrants that there are no reportable corporate changes regarding
        the Company that have not yet been registered with the Danish Commerce
        and Companies Agency.

                                       6
<PAGE>   10

4.      SUBSIDIARIES


4.1     Seller warrants that the Company has the subsidiaries BMF Holzverbinder
        GmbH, Germany and BMF Jutor Sp.z.o.o, Poland.

4.2     Seller warrants that the Company owns shares of a nominal value of Euro
        150,000 of the shares in BMF Holzverbinder GmbH, company reg. no. HR.B.
        2587 representing the entire issued and outstanding share capital of the
        Company.

4.3     Seller warrants that the Company owns shares of a nominal value of PLZ
        130,500 of the shares in BMF Jutor Sp.z.o.o., company reg. no. DZ IAL B.
        53884 representing the entire issued and outstanding share capital of
        the Company.

4.4     Seller warrants that the Subsidiaries has been duly incorporated and are
        lawfully established and existing in accordance with German and Polish
        law respectively.

4.5     Seller warrants that the Shareholders Register for the Subsidiaries and
        all other records which must be drawn up or kept by the Company in
        accordance with current laws and regulations are in good order, complete
        and exact and up to date on the date of signature of this Agreement.

5.      AUTHORISED SHARE CAPITAL, SHARES, DISTRIBUTIONS


5.1     Seller warrants that the Company has an outstanding share capital of DKK
        3,500,000. Seller warrants that the Shares and the shares in the
        Subsidiaries are validly issued. Seller warrants that the Seller has a
        valid, unrestricted and transferable title to the Shares representing
        100 per cent of the share capital of the Company and 100 percent of the
        voting power in the Company, and that the Company has valid and
        unrestricted title to the shares in the Subsidiaries and all voting
        rights in the Subsidiaries. Seller warrants that the Shares and the
        shares in the Subsidiaries are free of all liens, beneficial interests,
        co-ownership, options, guarantees, appropriations, security inter-



                                       7
<PAGE>   11

        ests, pledges, distraint, escrow, protective measures, encumbrances,
        priority rights, pre-emptive rights, prior consents or other rights,
        requests, claims or other restrictions whatsoever to the free
        transferability thereof.

5.2     Seller warrants that the Company has not at present issued any share
        certificates due to the fact that the Company in 1996 decided to
        withdraw the issued share certificates and such share certificates have
        been destroyed.

5.3     Seller warrants that BMF Holzverbinder GmbH has not at present issued
        any share certificates.

5.4     Seller warrants that BMF Jutor Sp.z.o.o. has not at present issued any
        share certificates.

5.5     Seller warrants that neither the Company nor the Subsidiaries have
        issued any debt convertible into shares and that neither the Company nor
        the Subsidiaries have issued any warrants or other rights to any person
        to subscribe for or acquire new shares in the Company and/or the
        Subsidiaries or granted any third party right to the profits of the
        Company and/or the Subsidiaries.

6.      FINANCIAL STATEMENTS


6.1     Seller warrants that the Audited Financial Statements (Schedule 1) and
        the Interim Balance (Schedule 3) give a true and fair view of the
        Company's and the Subsidiaries' operation and financial position as well
        as a true and fair view of the profit and losses of the Company and the
        Subsidiaries, and in the period from the Interim Balance to the signing
        of the Agreement there has been no indication that the Interim Balance
        does not give a true and fair view of the Company's and the
        Subsidiaries' operation and financial position. Seller warrants that
        from the date of the Interim Balance and to the signing of this
        Agreement, the Company and the Subsidiaries have acted in the ordinary
        course of business only, and that there has been no material changes in
        the financial position of the Company and/or the Subsidiaries at the
        signing of this

                                       8
<PAGE>   12

        Agreement compared to the date of the Interim Balance. Seller informs
        that the fourth quarter of the year 2000 will result in a seasonal
        deficit of approx. DKK 2-4 million, which in light of the Company's past
        history is not out of the ordinary for the season.

6.2     Seller warrants that the Audited Financial Statements and Interim
        Balance have been prepared in accordance with the books and records of
        the Company and for the Company in accordance with the Danish Companies
        Account Act (in Danish "Arsregnskabsloven") and with GADAP and in
        accordance with the accounting principles specified in the Audited
        Financial Statements and the Interim Balance. Seller warrants that the
        Audited Financial Statements and the Interim Balance have been prepared
        using the same accounting principles throughout the period, unless
        otherwise expressly stated in the Audited Financial Statements or in the
        Interim Balance, and that the Company from the date of The Interim
        Balance has followed and throughout the period until payment mentioned
        in Clause 2.4 and 2.5 has been made will follow the same accounting
        principles.

6.3     Seller Represents that no liabilities, known or anticipated, exist as pr
        30 September 2000 except those fully disclosed to the Buyer or
        sufficiently provided for in the Interim Balance. Seller Represents that
        no further liabilities except for liabilities relating to the ordinary
        course of business have arisen since 30 September 2000.

6.4     Seller warrants that the annual accounts of the Company have since the
        incorporation of the Company in 1981 been certified by the Company's
        statutory auditors without qualifications.

                                       9
<PAGE>   13

6.5     The Company's and the Subsidiaries' budget for the financial year 2001
        is attached as Schedule 5. The budget is based on a stand alone-scenario
        for the Company and the Subsidiaries. Seller warrants that the budget is
        based on the same accounting principles as the last of the Audited
        Financial Statements and the Interim Balance. The Seller Represents that
        the budget for the financial year 2001 (Schedule 5) in the Seller's
        opinion is realistic and should be reasonably obtainable.

7.      NET EQUITY


7.1     The Company is having a Net Equity of minimum DKK 60 million as at 30
        September 2000 according to the Interim Balance. Seller warrants that
        there has been no material reduction of the Net Equity from 30 September
        2000 to the signing of this Agreement except for the ordinary fourth
        quarter, cf. Clause 6.1 i.f.

8.      ASSETS


8.1     Seller warrants that all Assets are owned by the Company and the
        Subsidiaries and are free of liens or mortgages except as otherwise
        provided in Clause 19.2 and Schedule 22 and are in existence on the date
        of signature of this Agreement except otherwise provided in Schedule 6
        and all obsolete or deteriorated stocks have been fully written down in
        accordance with the accounting principles stipulated in the Interim
        Balance.

                                       10
<PAGE>   14

8.2     Subject to Clause 16, Seller warrants that the Assets in all major
        aspects are legal, in legal use and in fair and good working condition,
        except normal wear and tear, and in general comply with all regulations
        for continued legal use. However, Seller Represents that at present
        there are eight machines for internal production use which are not
        CE-marked, due to the fact that there is no sufficient documentation to
        fulfil the requirements of the CE-marking directives. Seller Represents
        that it is possible to CE-mark the machines, and that this will involve
        external costs in the amount of DKK 100,000 as a maximum as well as
        internal costs, which have been accounted for in the Company's Budget
        for 2001(Schedule 5).

8.3     Seller warrants that the Assets comprise all the assets necessary for
        the continued conduct of the business of the Company and the
        Subsidiaries, except for the assets listed in Schedule 7 which are
        leased.

8.4     Seller warrants that the Assets in the Interim Balance are and will
        until Closing be recorded in accordance with the Danish Company Accounts
        Act (Arsregnskabsloven) and GADAP.

9.      RECEIVABLES AND DEBTS


9.1     Seller warrants that the Company does not owe any sum whatsoever and has
        not undertaken to pay any sum whatsoever to any of its shareholders,
        directors, employees, sales representatives, agents or distributors,
        whether past or present, or to any of their spouses, children or
        relatives or any person acting on their behalf or any legal entity in
        which the Seller, directly or indirectly, holds more than 10% of the
        shares or the voting rights, otherwise than in payment for services
        provided on arm's length terms.

        Buyer is aware of the pension amounts to be paid in for Poul and Henrik
        Bentsen for the year 2000 which amounts have been taken into account in
        the Interim Balance, cf. Schedule 3.


                                       11
<PAGE>   15

10.     DEPRECIATIONS AND PROVISIONS


10.1    Seller warrants that the depreciations and provisions in the Audited
        Financial Statements and in the Interim Balance are adequate and have
        been determined in accordance with applicable laws, regulations and
        trade practices and with GADAP and the principles of conservatism and
        sound management.

11.     OFF BALANCE SHEET COMMITMENTS, GUARANTEES, ENDORSEMENTS, SECURITY
        INTERESTS


11.1    Seller Represents that there are at the signing of this Agreement no off
        balance sheet commitments not included or mentioned in the Interim
        Balance.

11.2    Seller warrants that the Company and the Subsidiaries have not given and
        will not give before Closing, unless as accepted in writing by the
        Buyer, any guarantee (except from product guarantees given in the
        ordinary course of business) security interest or endorsement relating
        to the fulfilment of obligations contracted by third parties (including
        by its shareholders, directors or employees).

12.     DISPUTES


12.1    Seller warrants that except as set forth in Schedule 8, neither the
        Company nor the Subsidiaries are currently involved in any litigation or
        disputed claims in court or in any administrative or arbitration
        proceedings and Seller Represents that no claims that may entail such
        litigation or proceedings are threatened.

12.2    Seller warrants that neither the Company nor the Subsidiaries are in
        default under any judgement or order of any court, arbitrator or
        administrative authority.


13.     BANKRUPTCY PROCEEDINGS


                                       12
<PAGE>   16

13.1    Seller warrants that the Company and the Subsidiaries are not insolvent
        and are not concerned by any receivership or liquidation subject to
        court supervision or any conciliation, voluntary settlement or other
        bankruptcy proceedings provided for under current law.

        The Seller has informed the Buyer that the equity of BMF Jutor Sp.z.o.o.
        is negative according to the Interim Balance, cf. Schedule 3 and that
        the Company has planned to convert a part of the Company's outstanding
        amount in BMF Jutor Sp.Z.o.o. to share capital which decision will be
        made in connection with the financial reporting for 2000.

13.2    Subject to Clause 13.1 Seller warrants that there is nothing, at the
        date hereof, to lead one to believe that the Company or the Subsidiaries
        may subsequently be insolvent or be concerned by any bankruptcy
        proceedings.

14.     PRODUCT CLAIMS


14.1    Seller warrants that there are no current, known product claims with
        regard to products manufactured, assembled or sold by the Company and/or
        the Subsidiaries, and that Seller is not aware of facts on which such a
        claim could be based except as shown in Schedule 9.

14.2    With regard to the Munch Stal A/S case (as described in Schedule 9,
        Articles A and C), Seller warrants that the Company shall not incur
        further costs as a result of the defective steel supply from Munch Stal
        A/S, except for costs related to the Company's own risk deductible under
        the product liability insurance, in-company time spent by the Company's
        employees and legal expenses for the Company's attorneys which shall be
        borne by the Company.

14.3    With regard to the problem with the defective "cantilevers", in Danish
        "Gerberbeslag" (as described in Schedule 9, Article A) Seller warrants
        that the Company shall not incur further costs as a result of the
        defective cantilevers, except for costs related to

                                       13
<PAGE>   17

        the Company's own risk deductible under the product liability insurance,
        in-company time spent by the Company's employees and legal expenses for
        the Company's attorneys which shall be borne by the Company.

14.4    With regard to the case with Tibnor A/S regarding defective
        galvanization (as described in Schedule 9 Article D), Seller warrants
        that the Company shall not incur further costs, except for cost related
        to the Company's own risk deductible under the product liability
        insurance, in-company time spent by the Company's employees and legal
        expenses for the Company's attorneys which shall be borne by the
        Company.

14.5    Seller Represents that a spot test procedure of the existing stock of
        screws, in Danish "beslagskruer", has been performed. Seller finds that
        the spot test has been a sufficient test of the supply of defective
        screws.

14.6    Schedule 10 shows a transcript from the Company's insurance company
        showing the product claims raised by the Company and the Subsidiaries
        against the insurance company. Seller warrants that there have been no
        material product claims for the last 5 years except as listed in
        Schedule 9-10.

15.     INSURANCE


15.1    Seller warrants that the Company and the Subsidiaries are insured under
        the insurance policies shown in Schedule 11. Seller Represents that such
        insurance is normal based on the Company's and the Subsidiaries
        operations and in Seller's opinion and in the opinion of the Board of
        Directors of the Company is adequate and normal.

16.     ENVIRONMENTAL MATTERS


16.1    Seller Represents that the Company and the Subsidiaries have complied
        and are in compliance with all the relevant environmental laws and
        regulations in all material respects.

                                       14
<PAGE>   18
16.2    Seller Represents that there are no judicial or administrative
        proceedings or investigations pending regarding environmental matters
        relating to the Company and/or the Subsidiaries and threatened against
        the Company and/or the Subsidiaries.

16.3    Seller Represents that there is no pollution on the properties of the
        Company and the Subsidiaries or resulting from their activities, and
        that no environmental works or cleaning up are required, apart from
        pollution (if any) expressly mentioned in the environmental
        investigation report by Carl Bro A/S of 18 December 2000 and the
        Technical note by Carl Bro A/S of 8 January 2001, Schedule 12.

16.4    Seller informs and Buyer accepts that for a short period galvanization
        has been made on the premises of the Company, cf. Schedule 13.

16.5    Buyer accepts that Buyer cannot claim proportionate reduction in the
        Purchase Price ("forholdsmaessigt afslag") due to environmental matters
        and that Buyer may only raise any claims related to environmental
        matters if such claim is based on breach of any of Seller's
        representations.

17.     INTELLECTUAL PROPERTY RIGHTS (IPR) AND IT


17.1    Seller warrants that the IPR listed in Schedule 14 has been registered.
        The Seller Represents that the Company has the sufficient IPR to carry
        out the current production and sale in the Company and the Subsidiaries.
        Seller warrants that IPR owned by the Company are free of any liens,
        mortgages and license rights, except as disclosed in Schedule 15.

17.2    Seller warrants that the Company is not bound by any contract or any
        agreement concerning IPR or by any contract entered into with one or
        more employees concerning their inventions.

17.3    Seller Represents that the Company has made contracts with suppliers of
        software and hardware as described in Schedule 16 and has a license to
        use all software used

                                       15
<PAGE>   19

        by the Company at present.

17.4    Seller Represents that the Company and the Subsidiaries do not infringe
        any third party IPR except as provided in Schedule 17.

17.5    Seller Represents that the IPR belonging to the Company and the
        Subsidiaries is not violated by third party except as provided in
        Schedule 18.

17.6    Seller Represents that neither the Company nor the Subsidiaries are
        parties to any claims or disputes regarding IPR except as described in
        Schedule 19.

17.7    The name of the Company shall continue to be BMF Bygningsbeslag A/S
        until 31 January 2003 unless otherwise agreed between the Buyer and the
        Seller.

17.8    Seller accepts that BMF Holzverbinder GmbH shall be named BMF Simpson
        GmbH and thus both the logo of the Company and the Buyer shall be used.

17.9    Seller Represents that the management information system of the Company
        is running and no new investment is necessary to the basic system at the
        current level except if the Company decides to have extra
        functionalities.

18.     TAXES, SOCIAL SECURITY CONTRIBUTIONS, CUSTOMS


18.1    Seller warrants that the Company and the Subsidiaries have duly paid to
        the relevant government authorities within the required time limits all
        the taxes, contributions, duties, other tax, special tax, social
        security or customs expenses owed by it. It does not owe any fine or
        interest on late payments.

        However, Seller has informed Buyer that there might be a problem with
        regard to Polish stamp duty.

                                       16
<PAGE>   20

18.2    Seller warrants that the Company and the Subsidiaries have duly filed
        all information required under Danish tax law.

18.3    Seller warrants that the provisions for taxes, contributions, duties
        including Polish stamp duties and fines for not paying in due time,
        other tax, special tax, social security and customs expenses, such as
        they are included in the Interim Balance and in the Audited Financial
        Statements for the years up to 30 September 2000, are exact and
        cumulatively sufficient for that period, except as disclosed in Schedule
        20 and except the item DKK 523,000 for tax owed mentioned in
        PricewaterhouseCoopers' report included in the Interim Balance (Schedule
        3).

18.4    Seller warrants that the Company is not the subject of any tax
        assessment, any request or investigation by the tax authorities and
        Seller represents that no such assessment, request or investigation is
        threatened. Seller warrants that no proceeding by any court or
        administrative or governmental body is pending and Seller Represents
        that no proceedings are threatened with respect to any taxes due from or
        relating to the Company.

18.5    If the authorities intend to change the tax assessment of the Company
        and the Subsidiaries (or other assessment comprised by Clause 18) the
        Buyer shall procure the Company to contest at the Company's expense such
        proposed change by the authorities' assessment, provided that such
        procedure in the opinion of the Company's lawyer or auditor is likely to
        be won by the Company and/or the Subsidiaries.

18.6    Seller warrants that the Company and the Subsidiaries are not jointly
        taxed at present. However, Seller warrants that the Company and BMF
        Holzverbinder GmbH have been jointly taxed in the period 1 January 1993
        up to and including 31 December 1998 and that the cessation of the joint
        taxation has not and will not affect the Company or the Subsidiaries in
        any way which has not already been reflected in the Audited Financial
        Statements, the Interim Balance or in Schedule 20.

                                       17
<PAGE>   21

18.7    Seller warrants that the Company and its subsidiary BMF Holzverbinder
        GmbH have no corporate or other tax exposures arising from the
        resolution to increase the share capital of BMF Holzverbinder GmbH by
        DEM 1,000,000 that was approved on 2 July 1999 and that has not yet been
        finally registered.

19.     REAL ESTATE


19.1    Seller warrants that the Company's and the Subsidiary's real estate (cf.
        Schedule 21) is used legally and is in good condition, except normal
        wear and tear.

19.2    Seller warrants that the real estate is free from liens and mortgages
        except as provided in Schedule 22 and the Audited Financial Statements
        and the Interim Balance.

19.3    Seller warrants that neither the Company nor the Subsidiaries' are party
        to any lease agreements as lessee or lessor except as listed in Schedule
        23.

19.4    The Company owns some farm land. The Company shall be obliged to have
        the farm land transferred from the rural zone into the urban zone (which
        can take place as soon as the local development plan has been finalized)
        or otherwise sell the land, cf. Schedule 24.

19.5    Buyer has been informed that the Company is preparing the purchase of a
        site in Poland with a view to building its own office and storage
        facilities. The Buyer is aware of these preparations and the Seller
        acknowledges that a final purchase must be approved by the Board of
        Directors of the Company.

20.     CONTRACTS


20.1    Seller warrants that all major contracts of the Company and the
        Subsidiaries are listed in Schedule 25.

                                       18
<PAGE>   22

20.2    Seller Represents that all contracts and agreements not listed in
        Schedule 25 have been entered into on normal terms in the ordinary
        course of business.

20.3    Seller Represents that neither the Company nor the Subsidiaries are in
        breach of any term or obligation under any contract or agreement to
        which the Company or the Subsidiaries are a party.

20.4    Seller Represents that there are no change of control clause in any of
        the Company and/or the Subsidiaries' contracts and that the transfer of
        the Shares will not cause any breach under or termination of any
        material contract or agreement of the Company or the Subsidiaries.

21.     OUTSTANDING AMOUNTS


21.1    Seller warrants that outstanding amounts have been and will until
        Closing be posted in the Interim Balance in line with GADAP and in
        accordance with the usual accounting principles and has been recorded in
        line with past practice. The composition of the outstanding amounts does
        not differ from past practice.

22.     EMPLOYEES/MANAGEMENT


22.1    Seller warrants that all the Company's and the Subsidiaries' employees
        as at 1 December 2000 are listed in Schedule 26 which includes date of
        employment. Other relevant information regarding the terms and
        conditions upon which they are employed with the Company and the
        Subsidiaries including salary and pension obligations, terms of notice
        and other important salary accessories is listed in Schedule 27-29 .
        Employees considered as key employees are identified in Schedule 27 and
        Schedule 29. The Buyer is aware that due to seasonal variations in the
        turnover there are more employees in the Company in the summer period
        than in the winter period.

22.2    Except as set forth in Schedule 27 and Schedule 29 Seller warrants that
        the Company has not granted any benefits to its employees which go
        beyond what follows

                                       19
<PAGE>   23

        from applicable collective bargaining agreements (Schedule 28) and/or
        the Danish Salaried Employees Act (in Danish "Funktionaerloven").

22.3    The Buyer is under an obligation to employ the present managing
        directors Mr Poul Bentsen and Mr Henrik Bentsen on the terms stipulated
        in the service agreements, cf. Schedule 29.

        Mr Poul Bentsen and Mr Henrik Bentsen shall be a key part of the Buyer's
        European management team.

In      this connection the Buyer recognizes that Mr Henrik Bentsen's interest
        in factory automation and product development could have real benefits
        and involvement with all of the Buyer's European operations. In
        addition, the Buyer recognizes that Mr Poul Bentsen will have a valuable
        insight into other possible sales opportunities and assistance with the
        Simpson Group's strategic plans for the European market.

22.4    Seller warrants that the Company has not received any notice of any key
        employee to leave the Company and/or the Subsidiaries and the Seller
        Represents that it is not aware of any intention of them to give such
        notice.

22.5    Seller warrants that no present or previous employee of the Company
        and/or the Subsidiaries has any claim against the Company arising out of
        any breach by the Company of any of its obligations towards such
        employee, except the claims mentioned in Schedule 30. Seller warrants
        that no previous employee has submitted any claim for redundancy
        payment, damages or other compensation as a result of the termination of
        his/hers employment with the Company and/or the Subsidiaries.

22.6    Seller warrants that all provisions for pension contributions, holiday
        payments or allowances or other compensation or payments owed by the
        Company or the Subsidiaries to past or present employees as at 30
        September 2000 have been included in the Interim Balance. Seller
        warrants that a list of provisions for pension contributions, holiday
        payments or allowances or other compensation or payments owed by the

                                       20
<PAGE>   24


        Company or the Subsidiaries to past or present employees as at 30
        November 2000 is enclosed as Schedule 31, and that since this date and
        until signing of this Agreement there has been no material change in the
        amounts owed except in the ordinary course of business and in accordance
        with past practice.

22.7    An extraordinary general meeting shall be convened in the Company
        without delay after Closing to appoint a new Board of Directors of the
        Company. It is agreed between the Parties that the Board in the first
        two years after Closing shall be appointed by the Buyer and in such a
        way that three persons shall be appointed in accordance with the
        nomination by the Seller which appointment shall not be unreasonably
        withheld and two persons shall be appointed in accordance with the
        nomination by the Buyer. In addition, according to Danish rules, up to
        three employees shall be Board members.

        After Closing the Board of Directors for the first term shall consist of
        the persons listed in Schedule 32.

        Board meetings shall be held at least three times a year. Simpson's
        agreement will be required on the Board of Directors for certain major
        and specific board matters as budget and budget procedure and salary
        level and strategic decisions for the Company and the Subsidiaries which
        would include as a minimum: Proposed business and real estate
        acquisitions, lease or debt obligations in excess of 1/2 million DKK,
        capital expenditures in excess of 1/2 million DKK, director and key
        management compensation.

23.     COMPETITION LAW AND LEGAL REGULATIONS


23.1    Subject to Schedule 33 Seller warrants that the Company and the
        Subsidiaries have not entered into agreements with any third party and
        is not engaged in any practice violating any provisions of applicable
        competition law. However, the Company rebate system as described in
        Schedule 33 is structured as usual within the business.

                                       21
<PAGE>   25

23.2    The Parties agree that the Company and the Subsidiaries shall in the
        future in accordance with the instructions given by the Board of
        Directors of the Company comply with the competition law if this is not
        already the case. It is also agreed that the members of the Board of
        Directors of the Company appointed by the Seller shall be under an
        obligation to vote in the same manner as board members appointed by the
        Buyer in matters regarding competition law issues.

23.3    Seller warrants that, the Company and the Subsidiaries are in compliance
        with all applicable legal regulations in all material respects.

24.     DUE DILIGENCE


24.1    The Buyer has made a comprehensive due diligence review. Seller
        Represents that the information disclosed in the due diligence process
        has been for the information disclosed accurate, complete and precise in
        all major aspects and the information passed on by the Seller gives a
        fair and accurate picture of the Company's affairs.

24.2    A copy of all documents submitted by the Seller to the Buyer in the due
        diligence process will at the signing of the Agreement be placed in
        boxes under common seal of the Parties and shall be kept, seal unbroken,
        by Kromann Reumert for at least five years following Closing. Either
        Party shall upon due notification of the other Party be allowed access
        to the documentation in case of any dispute between the Parties related
        to this Agreement. See Schedule 33a.

25.     CONFIDENTIALITY AND PRESS RELEASE


25.1    Except if required by law, no public announcement or other disclosure to
        any third party concerning the contents of this Agreement and the
        negotiations between the Parties shall be made without the prior written
        approval of the other Party. Such approval shall not be unreasonably
        withheld. However, the Seller accepts that the Buyer is obliged to
        announce the proposed transaction to the SEC after the Agreement has
        been signed. Therefore, after the Agreement has been signed both Parties
        will issue a

                                       22
<PAGE>   26

        press release and for the Company customer information as well. Each
        Party's press release and the Company's customer information shall be
        approved by the other Party and such approval shall not be unreasonably
        withheld.

26.     INTERIM PERIOD


26.1    Seller warrants that the Company and the Subsidiaries have since 30
        September 2000 carried out and will carry out until the Closing Date its
        activities solely in the normal and usual course of business, with care
        and responsibility, so as to protect its relations and reputation
        vis-a-vis third parties, the public authorities and any other persons
        maintaining business relations with the Company and the Subsidiaries.

26.2    All warranties and representations of the Seller under this Agreement
        shall be deemed given or reiterated at Closing, and in so far as a
        warranty or representation is made with respect to the situation at the
        date of the signing of this Agreement it shall be deemed to apply also
        at Closing Date, unless the Seller no later than the day before Closing
        Date at 6.00 p.m. local Danish time informs the Buyer in writing that a
        certain warranty or representation due to facts of which the Seller was
        not aware at the signing cannot be given or apply at Closing Date. If
        the Buyer receives such notice, the Buyer shall at its discretion be
        entitled to terminate this Agreement forthwith, and neither Party shall
        be liable to the other due to such termination. However the Buyer shall
        not be entitled to terminate this Agreement due to subjects of
        insignificant nature.

27.     POWERS


27.1    Schedule 34 lists the names and addresses of each person who has
        received a general or special power of attorney from the Company or its
        legal representatives, including any power concerning the Company's bank
        accounts.

        The Company's bank accounts are listed in Schedule 35.

                                       23
<PAGE>   27

28.     INDEMNIFICATION OF THE BUYER AND REMEDIES


28.1    Seller shall not be liable for the breach of this Agreement to the
        extent that the facts which would result in the breach are disclosed in
        any of the Appendices to this Agreement or Seller proves that the
        information has come to the Buyer's knowledge as a result of the
        discussions and negotiations from June 2000 up to signing the Letter of
        Intent and in the period from signing the Letter of Intent to signing
        this Agreement, provided that such disclosure is sufficiently detailed
        and comprehensive in order to enable the Buyer to reliably assess the
        risk and the possible damage or loss which may result from such facts.

28.2    No liability shall arise in respect of any breach of any warranties or
        otherwise

        (i)    if and to the extent that any claim occurs as the result of any
               legislation not in force at the time hereof, or which takes
               effect retrospectively or occurs as a result of any increase in
               the rate of tax in force on the date hereof or any change in the
               legal practice of the relevant tax authorities;

        (ii)   which will not have arisen but for the intentional negligent act
               or omission carried out by the Buyer, or any other person
               deriving title from the Buyer, after Closing Date;

        (iii)  in respect of any deficiency or cost which is recoverable under a
               policy of insurance in force on the Closing Date for the Company
               and/or the Subsidiaries, provided that the Company shall be
               reimbursed any capital value of the potential increase in the
               premium and own risk deductible, if any;

        (iv)   if any individual claim raised by the Buyer against the Seller
               has the value of less than DKK 250,000;

        (v)    if the aggregated amount of claims raised by the Buyer against
               the Seller is less than DKK 2.15 million.

                                       24
<PAGE>   28

        The limitations of indents (iv) and (v) shall not apply to any claim
        under Clause 18 of this Agreement. Such claims may be raised regardless
        of individual size or aggregate amounts and without any time bar.

28.3    For product claims according to Clause 14.2-14.4 Clause 28.2 (iv) shall
        mean that with respect to a specific product defect the Buyer shall be
        entitled to combine claims raised on the basis of the same product
        defect and consider such claims as one claim as regards the amount of
        money claimed.

28.4    Any claim under the Agreement shall be raised within three years after
        the Closing Date, except for tax claims. If a claim has not been raised
        within three years after the Closing Date (except for tax claims) such
        claim cannot be validly raised against the Seller.

28.5    The limitations according to Clause 28.2(iv) and (v) and Clause 28.4
        shall not apply with respect to any claim relating to Seller's title to
        the Shares or in case of any act or information of Seller which is
        fraudulent or intentionally misleading.

28.6    The time bar according to Clause 28.4 shall not apply with respect to
        product claims according to Clause 14.2-14.4. Any such product claims
        shall be raised within five years after the Closing Date. If a product
        claim according to Clause 14.2-14.4 has not been raised within five
        years after the Closing Date such claim cannot be validly raised against
        Seller.

29.     BUYER'S INTENTIONS, REPRESENTATIONS AND WARRANTIES


                                       25
<PAGE>   29

29.1    The Parties agree that there are favourable advantages to maintain
        production in Denmark. Therefore, there is no intention to move
        production from Boulstrup. It is the Buyer`s intention to have the
        production facilities in Boulstrup operate as a key production unit for
        the Buyer's activities in North and Central Europe. Bulldog-Simpson's
        long term relationship with production in Norway is an exception.

29.2    The Buyer warrants that it will maintain production in Boulstrup at
        least until December 31, 2005, except, if due to deteriorating market
        and competitive conditions, the Company incurs losses at the operating
        profit level (excluding goodwill and interest from the acquisition) for
        two consecutive years. It is also agreed that this warranty does not
        prevent the Buyer from moving a product/production line to another
        country (e.g. Poland) if it is the most advantageous for the Simpson
        Group as a whole. If market conditions make it necessary, the Company
        will make redundancies to reduce production.

29.3    The Buyer shall provide a statement from the Board of Simpson
        Manufacturing Company Inc. stating that the Simpson group of companies
        intends to maintain its European activities at least until December 31,
        2005.

30.     THE FUTURE BUSINESS OF THE COMPANY


30.1    It is agreed that where practicable and where it is for the best
        advantage for the overall European operations of the Simpson Group, any
        current and future activities within the part of Europe listed in the
        enclosed Schedule 36 within the product area of standard connectors for
        timber and masonry (hangers, brackets, straps, etc.) will within the
        limits of the competition law be carried out by the Company and/or the
        Subsidiaries.

30.2    The future strategy of the Company is focused on continued growth and
        development of both existing and new markets through both organic growth
        and acquisition of competing and/or related companies.

                                       26
<PAGE>   30

30.3    The Buyer agrees subject to Buyer's purchase of the remaining shares in
        Bulldog-Simpson GmbH to consolidate Bulldog-Simpson GmbH, Simpson's
        sales company in Germany, with the Company's and/or the Subsidiaries'
        sales activities in Germany in a single operation, provided that this is
        in the best interest of the Simpson Group from a legal and financial
        point of view.

30.4    The Parties agree that if the Company takes over
        GH-Baubeschlage-Hartmann GmbH, the German company shall be merged with
        BMF Holzverbinder GmbH (or coordinated in a similar way). If the Buyer
        takes over GH-Baubeschlage-Hartmann GmbH, GH-Baube-schlage-Hartmann
        GmbH's future activities shall be consolidated with the activities of
        the Company and/or the Subsidiaries provided that this is in the best
        interest of the Simpson Group from a legal and financial point of view.

30.5    The provisions of this Clause 30 shall be subject to further review in
        the light of competition law. If this review shows that the proposed
        provisions conflict with competition law, the Parties shall agree on
        terms which are as close as possible to the provisions of this Clause 30
        and which may be validly agreed upon according to competition law.

31.     NON-COMPETITION CLAUSE


31.1    For a period of two years after Closing Date the Seller undertakes not
        to have any direct or indirect financial or business interest whether in
        any form of business in Europe (except for passive investment in stocks
        listed on a public stock exchange) which competes with the current
        activities of the Company.

32.     CLOSING


32.1    The Closing shall take place at the offices of Kromann Reumert, Arhus on
        Closing Date or such other place or time as the Parties may agree.

32.2    At the Closing,

                                       27
<PAGE>   31

        a)     Buyer shall cause the basic purchase price to be paid to the
               Seller in accordance with Clause 2.1 above,

        b)     Seller shall deliver to Buyer a resolution of the Board of
               Directors of the Company approving the transfer of the Shares to
               the Buyer;

        c)     Seller shall deliver to Buyer (i) duly updated Shareholders'
               Register for the Company; (ii) the Company's Minutes Book,
               Auditing Protocol, and all other corporate books.

33.     EXPENSES


33.1    Each Party shall bear its own expenses with respect to this transaction.

34.     COMPETITION AUTHORITIES


34.1    Seller is of the opinion that it is not necessary to notify the Danish
        and German competition authorities about this transaction whereas the
        Buyer shall bear the responsibility for handling any notification to or
        approval from competition authorities in any other countries, except
        from Norway which is handled by Seller.

35.     GOVERNING LAW AND ARBITRATION


35.1    This Agreement shall be governed by and construed in accordance with
        Danish law.

35.2    Any dispute or claim arising out of or in connection with this Agreement
        shall be settled by arbitration in accordance with the "Rules of
        Procedure of the Danish Institute of Arbitration (Copenhagen
        Arbitration)". The arbitration tribunal shall be composed by three
        arbitrators. The place of arbitration shall be Copenhagen and the
        language of the proceedings, including any written pleadings, shall be
        English.

36.     COUNTERPARTS


                                       28
<PAGE>   32

36.1    This Agreement is signed in two original copies, one for each of the
        Parties.

37.     SCHEDULES


        Schedule 1:  Annual Accounts

        Schedule 2:  Accounts for the Subsidiaries

        Schedule 3:  Interim Balance

        Schedule 3A: Definition of profit before tax

        Schedule 3B: Definition of operating profit

        Schedule 4:  The Company's Articles of Association and transcript from
                     the Danish Commerce and Companies Agency

        Schedule 5:  The Company's Budget for 2001

        Schedule 6:  Assets sold etc. Schedule 7: Leased equipment

        Schedule 8:  Litigation

        Schedule 9:  Product claims

        Schedule 10: Insurance claims

        Schedule 11: Insurance policies

        Schedule 12: Report by Carl Bro A/S of 18 December 2000 and Technical
                     note of 8 January 2001

        Schedule 13: Memorandum on galvanization

        Schedule 14: Registered IPR

        Schedule 15: IPR rights to which third party has restricted rights

        Schedule 16: Contracts with software and EDP-equipment suppliers

        Schedule 17: Potential infringement of third party IPR

        Schedule 18: Infringement by third party

        Schedule 19: IPR disputes

        Schedule 20: Changes in tax assessment for the income years 1996-1998

        Schedule 21: Deeds of real estate

        Schedule 22: Mortgages etc.

        Schedule 23: Lease agreements

        Schedule 24: The Company's farm land

                                       29
<PAGE>   33

        Schedule 25: Major contracts

        Schedule 26: List of employees

        Schedule 27: Employment contracts

        Schedule 28: Collective Bargaining Agreements and Local Agreements.

        Schedule 29: Service Agreements for Poul Bentsen and Henrik Bentsen

        Schedule 30: Claims from employees

        Schedule 31: List over payments owed by the Company as at 30 November
                     2000

        Schedule 32: Board members

        Schedule 33: The Company's rebate system

        Schedule 34: List of persons who have received a general or special
                     power of attorney

        Schedule 35: The Company's bank accounts

        Schedule 36: The Company's main territory

Place and date:                           Place and date:

For Simpson Strong-Tie(R)
International, Inc.:                      For BMF Holding A/S:
(Buyer)                                   (Seller)

By:  /s/THOMAS J FITZMYERS                By:  /s/HENRIK BENTSEN
     --------------------------------     --------------------------------------
     Name:  Thomas J Fitzmyers            Name:  Henrik Bentsen
     Title:  Chairman                     Title:  Manager


     /s/STEPHEN B. LAMSON                 /s/POUL BENTSEN
     --------------------------------     --------------------------------------
     Name:  Stephen B. Lamson             Name:  Poul Bentsen
     Title:  President                    Title:  Manager


                                       30
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>4
<FILENAME>f70975ex11.txt
<DESCRIPTION>EX-11
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 11

                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                    COMPUTATION OF EARNINGS PER COMMON SHARE
           FOR THE THREE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


                            BASIC EARNINGS PER SHARE


<TABLE>
<CAPTION>
                                                      2000             1999             1998
                                                  -----------      -----------      -----------
<S>                                               <C>              <C>              <C>
Weighted average number of common
 shares outstanding                                12,019,329       11,834,915       11,556,629

Shares issuable pursuant to stock bonus plan            3,375            2,400            3,825
                                                  -----------      -----------      -----------

Number of shares for computation of basic
 net income per share                              12,022,704       11,837,315       11,560,454
                                                  ===========      ===========      ===========


Net income for computation of basic
 net income per share                             $38,354,103      $38,467,392      $31,141,523
                                                  ===========      ===========      ===========

Basic net income per share                        $      3.19      $      3.25      $      2.69
                                                  ===========      ===========      ===========
</TABLE>



<PAGE>   2


                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                    COMPUTATION OF EARNINGS PER COMMON SHARE
           FOR THE THREE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


                           DILUTED EARNINGS PER SHARE


<TABLE>
<CAPTION>
                                                      2000             1999             1998
                                                  -----------      -----------      -----------
<S>                                                <C>              <C>              <C>
Weighted average number of common
 shares outstanding                                12,019,329       11,834,915       11,556,629

    Shares issuable pursuant to employee
    stock option plans, less shares assumed
    repurchased at the average fair value
    during the period                                 268,085          392,723          483,361

    Shares issuable pursuant to the
    independent director stock option plan,
    less shares assumed repurchased at the
    average fair value during the period                4,133            3,827            4,382

Shares issuable pursuant to stock bonus plan            3,375            2,400            3,825
                                                  -----------      -----------      -----------

Number of shares for computation of diluted
 net income per share                              12,294,922       12,233,865       12,048,197
                                                  ===========      ===========      ===========

Net income for computation of diluted
 net income per share                             $38,354,103      $38,467,392      $31,141,523
                                                  ===========      ===========      ===========

Diluted net income per share                      $      3.12      $      3.14      $      2.58
                                                  ===========      ===========      ===========
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>5
<FILENAME>f70975ex21.txt
<DESCRIPTION>EX-21
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 21

                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
             LIST OF SUBSIDIARIES OF SIMPSON MANUFACTURING CO., INC.
                                AT MARCH 15, 2001




        1.     Simpson Strong-Tie Company Inc., a California corporation

        2.     Simpson Dura-Vent Company, Inc., a California corporation

        3.     Simpson Strong-Tie International, Inc., a California corporation

        4.     Simpson Manufacturing International Corporation, a Barbados
               corporation

        5.     Simpson Strong-Tie Canada, Limited., a Canadian corporation

        6.     Simpson Strong-Tie France, Limited., a French corporation

        7.     Simpson Strong-Tie, S.A., a French corporation

        8.     Simpson Strong-Tie Japan, Inc., a California corporation

        9.     Simpson Strong-Tie Australia, Inc., a California corporation

        10.    Simpson Strong-Tie Company Inc. Chile Y Compania Limitada, a
               Chilean corporation

        11.    Simpson Strong-Tie Company Inc. Argentina SRL, an Argentinean
               corporation

        12.    Simpson Manufacturing Co., Inc., a Delaware corporation

        13.    Keybuilder.com, LLC, a California limited liability company

        14.    BMF Bygningsbeslag A/S, a Danish corporation

        15.    BMF Holzverbinder GmbH, a German corporation

        16.    BMF Jutor Sp.z.o.o, a Polish corporation



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>f70975ex23.txt
<DESCRIPTION>EX-23
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 23


                SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                       CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the incorporation by reference in the Registration
Statement on Forms S-8 (File No. 33-85662 and File No. 33-90964) of Simpson
Manufacturing Co., Inc. of our report dated February 9, 2001, except for Note 15
for which the date is March 9, 2001, relating to the financial statements and
financial statement schedule, which appears in this Form 10-K.



/s/PricewaterhouseCoopers LLP

San Francisco, California
March 29, 2001



</TEXT>
</DOCUMENT>
</SUBMISSION>
