<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001, 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 NO. 333-56461

                           TALON AUTOMOTIVE GROUP, INC
             (Exact name of registrant as specified in its charter)

         MICHIGAN                                     38-3382174
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

      900 WILSHIRE DRIVE, SUITE 203, TROY, MICHIGAN           48084
         (Address of principal executive offices)           (Zip Code)

                                 (248) 362-7600
              (Registrant's telephone number, including area code)

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

APPLICABLE ONLY TO CORPORATE USERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                       Shares Outstanding
                          Class                        at May 15, 2000
               -----------------------------          ---------------------
               Class A Voting Common Stock                      4,074
               Class B Non-Voting Common Stock                158,853


                           Exhibit Index located at page 12





--------------------------------------------------------------------------------
Form 10Q                                                                  Page 1


<PAGE>   2

                          TALON AUTOMOTIVE GROUP, INC.
                                    FORM 10 Q

                                TABLE OF CONTENTS



PART I     FINANCIAL INFORMATION

         ITEM 1.   FINANCIAL STATEMENTS:

                   Consolidated Statements of Operations (unaudited) for the
                   Three Months Ended March 31, 2001 and April 1, 2000

                   Consolidated Balance Sheets at March 31, 2001 (unaudited)
                   and December 31, 2000

                   Consolidated Statements of Cash Flows (unaudited) for the
                   Three Months Ended March 31, 2001 and April 1, 2000

                   Notes to Consolidated Financial Statements (unaudited)


         ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS


         ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


PART II    OTHER INFORMATION








--------------------------------------------------------------------------------
Form 10Q                                                                  Page 2

<PAGE>   3


                          TALON AUTOMOTIVE GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                           (IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>



                                             QUARTER ENDED:
                                        -------------------------
                                        March 31,        APRIL 1,
                                          2001             2000
                                          ----             ----
<S>                                   <C>              <C>
Net sales                               $ 63,195         $ 85,682

Cost of sales                             58,289           74,779
                                        --------         --------

  Gross profit                             4,906           10,903

Operating expenses:
  SG&A                                     5,962            6,535
  Advanced program expenses                  645              728
  Amortization                               400              411
                                        --------         --------

Income from operations                    (2,101)           3,229

Other (income) expenses:
  Interest                                 4,685            4,619
  Foreign currency                          (352)              (8)
                                        --------         --------
Loss before income taxes                  (6,434)          (1,382)

Provision for income taxes                    25              989
                                        --------         --------

Net loss                                $ (6,459)        $ (2,371)
                                        ========         ========
</TABLE>




                             See accompanying notes.


--------------------------------------------------------------------------------
Form 10Q                                                                  Page 3

<PAGE>   4

                          TALON AUTOMOTIVE GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS

                          (IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>


                       ASSETS                      MARCH 31, 2001  DECEMBER 31, 2000
                       ------                    ----------------  -----------------
<S>                                             <C>               <C>
Current assets:
  Cash                                                   $     906          $   1,564
  Accounts receivable                                       42,316             40,164
  Inventory                                                 18,466             17,930
  Reimbursable tooling                                       8,244              9,932
  Prepaid expenses                                           3,319              2,267
                                                         ---------          ---------

     Total current assets                                   73,253             71,858

Property, plant and equipment, net                          86,734             88,090

Goodwill and other assets, net                              62,814             64,818
                                                         ---------          ---------

                                                         $ 222,799          $ 224,766
                                                         =========          =========


                LIABILITIES AND SHAREHOLDERS' EQUITY
                ------------------------------------


Current liabilities:
   Senior credit facility                                $  76,000          $  63,381
   Senior subordinated notes                               120,000            120,000
   Accounts payable                                         35,876             39,283
   Accrued liabilities                                      43,375             39,505
   Deferred tooling revenue                                    181              6,378
   Current portion of debt and capital leases                  951              1,303
                                                         ---------          ---------

      Total current liabilities                            276,383            270,296


Capital leases                                               1,114              1,149
Deferred income taxes                                        2,999              3,155
                                                         ---------          ---------

      Total non-current liabilities                          4,113              4,304

Shareholders' equity:
   Common stock                                              1,250              1,250
   Paid in capital                                           1,413              1,413
   Retained earnings (deficit)                             (57,517)           (51,057)
   Accumulated other comprehensive income (loss)            (2,843)            (1,440)
                                                         ---------          ---------

      Total shareholders' equity                           (57,697)           (49,834)
                                                         ---------          ---------

                                                         $ 222,799          $ 224,766
                                                         =========          =========
</TABLE>



                             See accompanying notes.




--------------------------------------------------------------------------------
Form 10Q                                                                  Page 4
<PAGE>   5

                          TALON AUTOMOTIVE GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                           (IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>

                                                              QUARTER ENDED:
                                                         MARCH 31,        APRIL 1,
                                                           2001            2000
                                                           ----            ----
<S>                                                   <C>              <C>
Net loss                                                $ (6,459)        $ (2,371)
Depreciation and amortization                              2,880            2,640
Other non-cash expenses                                      195              166

Change in operating assets and liabilities:
  Accounts receivable                                     (3,216)         (10,949)
  Inventories                                               (716)             487
  Reimbursable tooling, net                               (4,727)          (8,018)
  Prepaids                                                (1,113)              60
  Accounts payable                                        (3,029)           4,905
  Accrued liabilities                                      5,185            4,696
  Other operating items                                    1,160               --
                                                        --------         --------
Cash provided by (used in) operating activities           (9,840)          (8,384)


Investing Activities:
   Additions to property and equipment                    (3,712)            (305)

Financing Activities:
   Proceeds from long-term borrowings                     12,169            9,508
   Payments on long-term debt                               (358)            (403)

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

Cash provided by financing activities                     11,811            9,105


Effects of exchange rates                                  1,083              176
                                                        --------         --------

Net change in cash                                          (658)             592

Beginning cash                                             1,564              708
                                                        --------         --------

Ending cash                                             $    906         $  1,300
                                                        ========         ========
</TABLE>




                             See accompanying notes.




--------------------------------------------------------------------------------
Form 10Q                                                                  Page 5


<PAGE>   6
                          TALON AUTOMOTIVE GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)


1.  ORGANIZATION AND BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
by Talon Automotive Group, Inc. (the "Company"), pursuant to the rules and
regulations of the Securities and Exchange Commission. The information furnished
in the consolidated financial statements includes normal recurring adjustments
and reflects all adjustments which are, in the opinion of management, necessary
for a fair presentation of such financial statements. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The unaudited consolidated
financial statements should be read in conjunction with the Company's audited
consolidated financial statements and notes thereto for the year ended December
31, 2000.

The Company reports quarterly financial information in thirteen-week increments
and ends each respective quarter on the Saturday following the thirteenth week
with the fiscal year ending December 31.

2.  EFFECT OF ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2001, the Company has adopted Statement No. 133, Accounting
for Derivative Instruments and Hedging Activities. The implementation of this
statement did not have a material impact on the Company's results of operations.


3.  COMMITMENTS AND CONTINGENCIES

As of March 31, 2001, there were no significant changes to the status of
commitments and contingencies presented in the footnotes to the financial
statements for the fiscal year ended December 31, 2000.

4.  INVENTORIES

Inventory consisted of the following:

<TABLE>
<CAPTION>

                                        MARCH 31, 2001         DECEMBER 31, 2000
                                        -------------          ----------------
                                        UNAUDITED
<S>                                   <C>                        <C>
Raw material                            $ 7,440                    $ 6,562
Work in process                           5,259                      6,008
Finished goods                            5,767                      5,360
                                        -------                    -------
Total Inventory                         $18,466                    $17,930
</TABLE>


5.  COMPREHENSIVE LOSS

The Company's comprehensive loss includes the reported net loss and the change
in accumulated foreign currency translation adjustment. For the first quarter
2001, the comprehensive loss was $7,860 as compared to $2,256 for the first
quarter 2000.



--------------------------------------------------------------------------------
Form 10Q                                                                  Page 6
<PAGE>   7

6.  SUPPLEMENTAL GUARANTOR INFORMATION

Veltri Metal Products Co. and Veltri Holdings, Inc. (collectively, the "Veltri
Group") are wholly owned subsidiaries of the Company and constitute all of the
direct and indirect subsidiaries of the Company. The Veltri Group has fully and
unconditionally guaranteed, on a joint and several basis, the obligation to pay
principal, premium, if any, and interest with respect to the Company's senior
subordinated notes.

There are no restrictions on the ability of the Veltri Group to transfer funds
to the Company in the form of cash dividends, loans or advances, except as
follows: (i) pursuant to the senior credit agreement the Veltri Group agreed not
to (a) declare or make any dividend or other distribution with respect to any
shares of capital stock; or (b) make loans, advances or extensions of credit to
any person (except for credit sales in the ordinary course of business and loans
to affiliates in an aggregate amount not to exceed $15,000 at any time
outstanding); and (ii)pursuant to the indenture agreement for the Company's
senior subordinated notes, the Veltri Group is prohibited from making loans or
advances to the Company if a default or event of default shall have occurred
under the indenture.

Management does not believe that separate financial statements for the Veltri
Group is material to investors. Therefore, separate financial statements and
other disclosures concerning the Veltri Group have been omitted, and in lieu
thereof, summarized financial information relating to the Veltri Group is shown
as follows:

<TABLE>
<CAPTION>

                                      MARCH 31, 2001        DECEMBER 31, 2000
                                      ---------------      -----------------
                                      UNAUDITED
<S>                                 <C>                      <C>
Current assets                        $33,587                  $30,651
Non-current assets                     53,399                   55,527
Current liabilities                    31,923                   36,890
Non-current liabilities                36,786                   33,330
</TABLE>


<TABLE>
<CAPTION>

                                             THREE MONTHS ENDED:
                                      MARCH 31, 2001      APRIL 1, 2000
                                      -------------      -------------
                                      UNAUDITED              UNAUDITED
<S>                                 <C>                     <C>
Net sales                             $26,537                 $34,448
Gross profit                            4,268                   7,440
Net income                               (119)                  1,582
</TABLE>

--------------------------------------------------------------------------------
Form 10Q                                                                  Page 7

7.  RESTRUCTURING CHARGE

During the quarter ended December 31, 2000, the Company initiated a plan to
integrate what was formerly known as the PSI division into other existing
Company operations. This plan includes the closure of four existing PSI
facilities in 2000 and 2001 and the movement of the related sales volume and
corresponding equipment into existing operations in New Baltimore, Michigan,
Royal Oak, Michigan and Windsor, Ontario, Canada. Upon completion of the
integration, approximately 170 employees will be eliminated with estimated
savings totaling $9,600 per year, when complete. In addition, four facilities
with related infra-structure costs will be eliminated with estimated savings of
$2,800 per year, when complete. The Company anticipates the majority of this
integration to be completed by the third quarter of 2001.

As a result of this integration plan, the Company recorded a $10,183
restructuring charge in 2000. This reserve includes severance benefits for
terminated employees, the write-off of certain leasehold improvements, future
lease obligations for buildings that have been or will be vacated and other
facility closure costs. During the first quarter of 2001, the Company incurred
$1,155 of severance and facility shutdown costs which were charged against this
reserve leaving a balance of $9,027 as of March 31, 2001.
<PAGE>   8
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 AS COMPARED TO THE THREE MONTHS ENDED APRIL 1,
2000

Net Sales

Net sales for the three month period ended March 31, 2001 ("first quarter 2001")
were $63.2 million compared to $85.7 million for the three month period ended
April 1, 2000 ("first quarter 2000"). This represents an decrease of
$22.5 million or 26.2% as compared to the prior year. The decrease was primarily
due to lower industry volumes, OEM inventory adjustments and the balance out of
certain Chrysler programs.

Gross Profit

Gross profit for the first quarter 2001 was $4.9 million or 7.8% of net sales
compared to $10.9 million or 12.7% of net sales for the first quarter 2000. This
represents an decrease of $6.0 million or 55% as compared to the prior year. The
decrease was primarily due to lower sales, costs associated with the integration
of the PSI division, and increased overhead in preparation for the Jeep Liberty
launch.

Selling, General and Administrative Expenses ("SG&A")

SG&A expenses for the first quarter 2001 were $6.0 million or 9.4% of net sales
compared to $6.5 million or 7.6% of net sales for the first quarter 2000. The
decrease of $0.5 million or 8.8% was primarily due to the integration of the PSI
division.

Advanced Program Expenses

Advanced program expenses for the first quarter 2001 were $0.6 million or 1.0%
of net sales compared to $0.7 million or 0.8% of net sales for the first quarter
2000. The decrease of $0.1 million or 11.4% was primarily due to cost
reductions. Advanced program expenses are the investment in engineering and
program management for future programs.

Amortization expense

Amortization expense for the first quarter 2001 was $0.4 million or 0.6% of net
sales compared to $0.4 million or 0.5% of net sales for the first quarter 2000.

Interest Expense

Interest expense for the first quarter 2001 was $4.7 million or 7.4% of net
sales, as compared to $4.6 million or 5.4% of net sales for the first quarter
2000. The increase of $0.1 million or 1.5% was primarily due to the higher
balance on the Company's senior credit facility, offset by lower interest rates.

Foreign Currency

Foreign currency gains and losses all relate to the company's Canadian
operation. The foreign currency gain for the first quarter 2001 was $0.3 million
or an increase of $0.3 million from the first quarter of 2000.

Income Taxes

The Company's shareholder's have elected under the provisions of the Internal
Revenue Code to be treated as an S-Corporation with respect to the Company's
U.S. operations. As a result, income taxes relate solely to the Company's
Canadian operations. The decrease in taxes was due to the decline in sales and
related profitability in Canada.


--------------------------------------------------------------------------------
Form 10Q                                                                  Page 8
<PAGE>   9
LIQUIDITY AND CAPITAL RESOURCES

The company's primary cash requirements are for working capital, servicing the
company's indebtedness and capital expenditures.

The company's liquidity is affected by both the cyclical nature of its business
and levels of net sales to its major customers. The company's ability to meet
its working capital and capital expenditure requirements and debt obligations
will depend on its future operating performance, which will be affected by
prevailing economic conditions and financial, business and other factors,
certain of which are beyond its control. The company's ability to meet its
future cash flow requirements under its existing borrowing agreements and cash
flow projections depends upon the outcome of negotiations currently in process
with the senior subordinated noteholders, senior bank group, shareholders and
management. The outcome of these negotiations cannot be determined at this time.

Net cash flow used in operating activities totaled $9.8 million in the first
quarter 2001 as compared to $8.4 million used in operating activities in the
first quarter 2000. The change compared to the prior year period was due to the
increased net loss between periods, offset by favorable changes in working
capital.

Net cash used in investing activities primarily relates to capital expenditures.
Capital expenditures totaled $3.7 million for the first quarter 2001 as compared
to $0.3 million for the first quarter 2000. Capital expenditures were primarily
for new machinery and equipment on the Chrysler 2003 CS hybrid vehicle and the
integration of the PSI division. As compared to the prior year, capital
expenditures, excluding the sale-leaseback transaction in February 2000 of $6.4
million, decreased $3.0 million due to the completion of the capital plan for
the 2002 Jeep Liberty program ("KJ") and 2001 (RS) minivan.

The Company has made significant capital expenditures related to a new
production facility and new equipment for the 2002 Jeep Liberty program ("KJ").
Through March 31, 2001, the capital expenditures for KJ production totaled
approximately $12.2 million of capital and will launch during the second quarter
2001.

Net cash provided by financing activities was $11.8 million for the first
quarter 2001 compared to $9.1 million for the first quarter 2000. Financing
activities primarily related to incremental borrowings on the Company's senior
credit facility to finance the net loss, tooling investments and capital
investments.

SENIOR CREDIT FACILITY

On February 16, 2001 the Company entered into an Amended and Restated Credit
Agreement with its bank group. This agreement amended and restated financial
covenants such that the Company was no longer in default for the quarters ending
July 1, September 30 and December 31, 2000 and reset advance rates, removed
interim limits and reset financial and other covenants through the original term
of the agreement which ends April 27, 2003. In addition, the amendment
eliminated as an event of default the existing cross-defaults under the
Company's $120 million 9.625% senior subordinated notes for a forty-five day
period or until April 2, 2001 to allow the Company to continue negotiations with
its noteholders.  On March 29, 2001 the Company's senior facility was amended to
extend the April 2, 2001 negotiation deadline to April 30, 2001 to allow for
continued negotiations with the noteholders.  On May 10, 2001, the Company
received a partial waiver under its senior credit facility to provide access to
the senior credit facility under existing advance rates through May 25, 2001 to
allow for continued negotiations with the noteholders.

On March 31, 2001 the company had borrowed $76.0 million under the senior credit
facility with the availability to borrow an additional $11.0 million subject to
borrowing base limitations.

SENIOR SUBORDINATED NOTES

Due to liquidity concerns resulting from the performance of the PSI division,
sales declines with a major customer and capital investment for new program
launches, the Company elected not to make the November 1, 2000 interest payment
on its $120 million principal amount 9.625% Senior Subordinated Notes due May 1,
2008. The notes were declared in default on December 1, 2000 following the
expiration of a 30-day grace period. On November 30, 2000, the Company's bank
group formally exercised its right to block the interest payment for a period of
six months. The noteholders retain their rights to accelerate the principal of
the notes and exercise other remedies available to them under the terms of the
indenture including forcing the Company into an involuntary bankruptcy filing.
The Company believes that it currently does not have the ability to either cure
the interest payment default or refinance the outstanding notes.

Management and shareholders of the Company are continuing negotiations with the
Company's noteholders and its bank group to facilitate an exchange of
outstanding notes for equity in the Company. This transaction, if successful,
would significantly reduce the outstanding indebtedness and interest
obligations of the Company. The Company is optimistic that an agreement will be
reached in the near future. Upon reaching an agreement, the Company would
intend to effect the exchange through a prenegotiated plan of reorganization
involving bankruptcy reorganization proceedings in the United States and
creditors arrangement proceedings in Canada. Due to the nature of these
proceedings, the Company believes the process will be completed on an
expeditious basis in 2001. The Company does not anticipate or plan for any
impairment of creditors, other than the noteholders and parties to certain
unexpired leases during this process and does not anticipate any material
change in its operations. If the Company is unsuccessful in its negotiations
with the noteholders and its bank group, a deficiency in liquidity would occur
which would cause the Company to involuntarily enter bankruptcy proceedings.
--------------------------------------------------------------------------------
Form 10Q                                                                  Page 9
<PAGE>   10
EBITDA for the first quarter 2001 was $0.8 million as compared to $5.9 million
for the first quarter 2000. This represents an decrease of $5.1 million or 87%
as compared to the prior year period. EBITDA is defined as income from
operations plus depreciation and amortization and may not be comparable to
similarly-titled measures of other companies. EBITDA is presented because it is
a widely accepted non-GAAP financial indicator of a company's ability to incur
and service debt. However, EBITDA should not be considered in isolation as a
substitute for net income or cash flow data prepared in accordance with
generally accepted accounting principles or as a measure of a company's
profitability or liquidity.


FORWARD LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. When used in this section, the words
"anticipate", "believe", "estimate" and "expect" and similar expressions are
generally intended to identify forward-looking statements. Readers are cautioned
that any forward-looking statements, including statements regarding the intent,
belief, or current expectations of the Company or its management, are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statements as a result of various factors including, but not limited to: (i)
general economic conditions in the markets in which the Company operates; (ii)
the degree to which the Company is leveraged; (iii) labor disputes involving the
Company or its significant customers; (iv) changes in practices and/or policies
of the Company's significant customers toward outsourcing automotive components
and systems; (v) the Company's reliance on major customers and selected models;
(vi) foreign currency and exchange fluctuations; and (vii) changes in practices
and/or policies of the company's significant customers toward outsourcing
automotive components and systems; (viii) other risks detailed from time to time
in the Company's filings with the Securities and Exchange Commission. The
Company does not intend to update such forward-looking statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential loss arising from adverse changes in market rates
and prices, including changes in foreign currency exchange rates, interest rates
and commodity prices. The Company believes there has been no significant change
in its market risk factors since December 31, 2000.


--------------------------------------------------------------------------------
Form 10Q                                                                 Page 10

<PAGE>   11

                           PART II. OTHER INFORMATION
                          TALON AUTOMOTIVE GROUP, INC.


Item 1. Legal Proceedings:                                             None

Item 2. Change in Securities:                                          None

Item 3. Defaults Upon Senior Securities:

        The Company has defaulted on its Senior Subordinated Notes due May 1,
        2008. See Item 2, "Management's Discussion and Analysis of Financial
        Condition and Results of Operations -- Senior Subordinated Notes"
        incorporated herein by reference.

Item 4. Submission of Matters to a Vote of Security Holders:           None

Item 5. Other Information:                                             None

Item 6. Exhibits and Reports on Form 8-K:


(a) Exhibits: See "Exhibit Index" beginning on page 12.



                                    SIGNATURE


Pursuant to the requirements of the Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                           TALON AUTOMOTIVE GROUP, INC.

                            By:  /s/ David J. Woodward
                                 ----------------------------
                                 David J. Woodward
                                 Vice President of Finance, Chief Financial
                                 Officer and Treasurer

                                 Date:  May 14, 2001


--------------------------------------------------------------------------------
Form 10Q                                                                 Page 11

<PAGE>   12
                                  EXHIBIT INDEX


EXHIBIT
NUMBER                      DESCRIPTION OF EXHIBITS
--------                    -----------------------

 3.1   *          Articles of Incorporation of Talon Automotive Group, Inc. (the
                  "company"), as amended, including Certificate of Merger dated
                  as of November 27, 1997, Certificate of Assumed name dated as
                  of April 9, 1998, Certificate of Merger/Consolidation dated as
                  of April 28, 1998, and Certificates of Share Exchange dated as
                  of April 28, 1998
 3.2   *          Articles of Incorporation of VS Holdings, Inc. ("VS
                  Holdings"), as amended, including Certificate of
                  Merger/Consolidation dated as of April 28, 1998, Certificate
                  of Share Exchange dated as of April 28, 1998, and Articles of
                  Share Exchange dated as of April 28, 1998
 3.3   *          Articles of Incorporation of Veltri Holdings USA, Inc.
                  ("Veltri Holdings"), including Certificate of Share Exchange
                  dated as of April 28, 1998
 3.4   *          Certificate of Status and Order of Amalgamation of Veltri
                  Metal Products Co. ("Veltri Metal Products")
 3.5   *          By-laws of the company
 3.6   *          By-laws of VS Holdings
 3.7   *          By-laws of Veltri Holdings
 3.8   *          Articles of Association of Veltri Metal Products Co.
 3.9   *          Agreement and Plan of Merger dated as of April 28, 1998 by
                  and between VS Holdings and VS Holdings No. 2, Inc.
 3.10  *          Agreement and Plan of Merger dated as of April 28, 1998 by
                  and between Production Stamping, Inc. ("PSI"), Hawthorne
                  Metal Products company ("Hawthorne"), and J&R Manufacturing
                  Inc. ("J&R")
 3.11  *          Agreement and Plan of Merger dated as of April 28, 1998 by
                  and between the company and TAG L.L.C.
 3.12  *          Agreement and Plan of Share Exchange dated as of April 28,
                  1998 by and between the company and VS Holdings
 3.13  *          Agreement and Plan of Share Exchange dated as of April 28,
                  1998 by and Indenture dated as of April 28, 1998 by and among
                  the company, as Issuer, VS Holdings, Veltri Holdings, and
                  Veltri Metal Products, as Guarantors, and U.S. Bank Trust
                  National Association, as Trustee
 4.1   *          Form of 9 5/8% Senior Subordinated Note Due 2008, Series B
 4.2   *          Form of Guarantee
10.1(a)*          Credit Agreement dated as of April 28, 1998 by and between the
                  company, as Borrower, and Comerica Bank, as Agent for the
                  Lenders
10.1(b)*          First Amendment to Credit Agreement dated as of April 28, 1998
                  by and between the company, as Borrower, and Comerica Bank, as
                  Agent for the Lenders
10.1(c)**         Second Amendment to Credit Agreement dated as of April 28,
                  1998 by and between the company, as Borrower, and Comerica
                  Bank, as Agent for the Lenders
10.1(d)**         Third Amendment to Credit Agreement dated as of April 28, 1998
                  by and between the company, as Borrower, and Comerica Bank, as
                  Agent for the Lenders
10.1(e)***        Fourth Amendment to Credit Agreement dated as of April 28,
                  1998 by and between the company, as Borrower, and Comerica
                  Bank, as Agent for the Lenders
10.1(f)****       Fifth Amendment to Credit Agreement dated as of April 28, 1998
                  by and between the company, as Borrower, and Comerica Bank, as
                  Agent for the Lenders
10.1(g)****       Sixth Amendment to Credit Agreement dated as of April 28, 1998
                  by and between the company, as Borrower, and Comerica Bank, as
                  Agent for the Lenders


--------------------------------------------------------------------------------
Form 10Q                                                                 Page 12

<PAGE>   13

10.1(h)*****      Seventh Amendment to Credit Agreement dated as of April 28,
                  1998 by and between the company, as Borrower, and Comerica
                  Bank, as Agent for the Lenders
10.1(i)*****      Eighth Amendment to Credit Agreement dated as of April 28,
                  1998 by and between the company, as Borrower, and Comerica
                  Bank, as Agent for the Lenders
10.1(j)*****      Waiver to Credit Agreement dated as of April 28, 1998 by and
                  between the company, as Borrower, and Comerica Bank, as Agent
                  for the Lenders
10.1(k)******     Partial Waiver to Credit Agreement dated as of April 28, 1998
                  by and between the company, as Borrower, and Comerica Bank, as
                  Agent for the Lenders
10.1(l)******     Partial Waiver to Credit Agreement dated as of April 28, 1998
                  by and between the company, as Borrower, and Comerica Bank, as
                  Agent for the Lenders
10.1(m)******     Amended and Restated Credit Agreement dated as of February 16,
                  2001 by and between the company, as Borrower, and Comerica
                  Bank, as Agent for the Lenders
10.1(n)******     First Amendment to the Amended and Restated Credit Agreement
                  dated as of February 16, 2001 by and between the company, as
                  Borrower, and Comerica Bank, as Agent for the Lenders
10.1(o)           Partial waiver under the Amended and Restated Credit Agreement
                  dated as of February 16, 2001 by and between the company, as
                  the borrower, and Comerica Bank, as Agent for the Lenders
10.2    *         Pledge Agreement dated as of April 28, 1998 by and between
                  the company and Comerica Bank
10.3    *         Mortgage Agreement dated as of April 28, 1998 by and between
                  the company and Comerica Bank
10.4    *         Security Agreements dated as of April 28, 1998 between each
                  of the company, VS Holdings, and Veltri Holdings and Comerica
                  Bank
10.5    *         Guaranty Agreements dated as of April 28, 1998 between each
                  of the company, VS Holdings, Veltri Metal Products and Veltri
                  Holdings and Comerica Bank
10.6    *         Debenture Agreement dated as of April 28, 1998 by and between
                  Veltri Metal Products and Comerica Bank
10.7    *         Debenture Pledge Agreement dated as of April 28, 1998 by and
                  between Veltri Metal Products and Comerica Bank
10.8    *         Agreement dated as of April 28, 1998 by and among Michael T.
                  Veltri ("Mr. Veltri"), Veltri Metal Products, VS
                  Holdings, Veltri Holdings and the company
10.9    *         Amended and Restated Promissory Note dated as of April 28,
                  1998 by Veltri Metal Products in favor of Mr. Veltri
10.10   *         Unconditional Guaranty dated as of April 28, 1998 by the
                  company, VS Holdings, and Veltri Holdings in favor of Mr.
                  Veltri
10.11   *         Security Agreement dated as of April 28, 1998 by the company,
                  its subsidiaries, VS Holdings and Veltri Holdings in favor of
                  Mr. Veltri
10.12   *         Mortgage dated as of April 28, 1998 by and between the
                  company, as mortgagor, and Mr. Veltri, as mortgagee
10.13   *         First Amendment to Stock Purchase Agreement dated as of April
                  28, 1998 by and among Mr. Veltri, Veltri Metal Products, VS
                  Holdings and Veltri Holdings
10.14   *         Intercreditor Agreement dated as of April 28, 1998 between
                  and among Mr. Veltri and Comerica Bank
10.15   *         Registration Rights Agreement dated as of April 28, 1998 by
                  and among the company, VS Holdings, Veltri Holdings, and
                  Veltri Metal Products, Salomon Brothers Inc and Credit Suisse
                  First Boston Corporation
10.16   *         Stock Purchase Agreement dated as of November 8, 1996 by and
                  among Mr. Veltri, Maria Veltri and the company
10.17   *         Stock Purchase Agreement dated as of October 17, 1997, as
                  amended, by and among the former shareholders of PSI and the
                  company
10.18   *         Purchase Agreement dated as of September 30, 1996 by and among
                  the former shareholders of J&R and the company



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Form 10Q                                                                 Page 13

<PAGE>   14

10.19   *         Employment Agreement dated as of November 27, 1995, as
                  amended on January 1, 1998, by and between the company and
                  Delmar O. Stanley ("Mr. Stanley")
10.20   *         Employment Agreement dated as of November 8, 1996 by and
                  between the company and Mr. Veltri
10.21   *         Non-Compete Agreement dated as of November 8, 1996 by and
                  between the company and Mr. Veltri
10.22   *         Severance Agreement dated as of February 6, 1996 by and
                  between the company and David Woodward ("Mr. Woodward")
10.23   *         Severance Agreement dated as of February 7, 1996 by and
                  between the company and Kris Pfaehler
10.24   *         Consolidated Equity Ownership Plan and Agreements thereunder
                  by and between the company and each of Mr. Stanley, Mr.
                  Woodward, Mr. Pfaehler, and Wayne C. Inman ("Mr. Inman")
10.25   *         Deferred Compensation Agreements by and between the company
                  and each of Mr. Stanley, Mr. Woodward, and Mr. Pfaehler
10.26   *         Talon L.L.C. 401(k) Plan, as amended
10.27   *         Veltri Holdings 401(k) Plan
10.28   *         Executive Bonus Program of the company
10.29   *         Lease Agreement by and between the company and Maria Veltri
                  dated August 1, 1994
10.30   *         Lease Agreement by and between the company and Maria Veltri
                  dated July 1, 1993
10.31   *         Amended and Restated Agreement dated as of April 28, 1998, by
                  and between the company and Talon L.L.C.
10.32   *         Loan and Facility Agreements dated as of April, 1997 between
                  and among Veltri Metal Products and Export Development
                  Corporation
21      ******    Subsidiaries and Affiliates of the company


*        Incorporated by reference to the filing of the 10K for the year ended
         December 31, 1998.
**       Incorporated by reference to the filing of the 10Q for the quarter
         ended April 3, 1999.
***      Incorporated by reference to the filing of the 10Q for the quarter
         ended April 1, 2000.
****     Incorporated by reference to the filing of the 10Q for the quarter
         ended July 1, 2000.
*****    Incorporated by reference to the filing of the 10Q for the quarter
         ended September 30, 2000.
******   Incorporated by reference to the filing of the 10-K for the year ended
         December 31, 2000.


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Form 10Q                                                                 Page 14