<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 APRIL 3, 1999, 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 17, 1999

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

               Class A Voting Common Stock                  4,074

               Class B Non-Voting Common Stock            158,853


                        Exhibit Index located at page 10

<PAGE>   2
                     TALON AUTOMOTIVE GROUP, INC. FORM 10 Q




TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
PART I FINANCIAL INFORMATION


<S>                                                                                                          <C>
ITEM 1. FINANCIAL STATEMENTS:


        Consolidated Statements of Operations (unaudited) for the Three Months                                3
        Ended April 3, 1999 and April 4, 1998


        Consolidated Balance Sheets at April 3, 1999 (unaudited) and                                          4
        December 31, 1998


        Consolidated Statements of Changes in Shareholders' Equity (unaudited)                                5
        for the Three Months Ended April 3, 1999 and April 4, 1998


        Consolidated Statements of Cash Flows (unaudited) for the Three Months                                6
        Ended April 3, 1999 and April 4, 1998


        Notes to Consolidated Financial Statements (unaudited)                                                7



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS                              10
        OF OPERATIONS

</TABLE>


PART II OTHER INFORMATION


Item 1    Legal Proceedings                                       Not Applicable

Item 2    Changes in Securities                                   Not Applicable

Item 3    Defaults upon Senior Securities                         Not Applicable

Item 4    Submission of Matters to a Vote of Securities Holders   Not Applicable

Item 5    Other Information                                       Not Applicable

Item 6    Exhibits and Reports on Form 8-K                        (a)Exhibit 10
                                                                     Exhibit 27



                                       2
<PAGE>   3
                          TALON AUTOMOTIVE GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED:
                                         ---------------------------------------
                                                  April 3,           April 4,
                                                   1999               1998
<S>                                              <C>                <C>
Net sales                                        $ 71,020           $ 71,071
Cost of sales                                      63,566             61,329
                                                 --------           --------

     Gross profit                                   7,454              9,742

Operating expenses:
SG&A                                                5,539              4,784
Amortization                                          379                371
                                                 --------           --------

Income from operations                              1,536              4,587

Other expenses:
     Interest                                       4,014              2,390
     Foreign currency                                   2                142
                                                 --------           --------

Income (loss) before income taxes                  (2,480)             2,055

Provision for income taxes                            877                771

                                                 --------           --------
Net income (loss)                                $ (3,357)          $  1,284
                                                 ========           ========
</TABLE>



                             See accompanying notes.


                                       3
<PAGE>   4
                          TALON AUTOMOTIVE GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                       (AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>

                                                     April 3, 1999         December 31, 1998
                                                     -------------         -----------------
<S>                                                  <C>                   <C>    
                         ASSETS

CURRENT ASSETS
     Cash                                              $  12,266               $   9,412
     Accounts receivable                                  41,689                  42,580
     Inventory                                            15,097                  16,003
     Reimbursable tooling                                  5,942                   6,618
     Prepaid expenses                                      4,269                   2,266
                                                       ---------               ---------
Total current assets                                      79,263                  76,879

Property, plant and equipment                            112,250                 104,036
     Less accumulated depreciation                        41,474                  38,814
                                                       ---------               ---------
     Net property, plant and equipment                    70,776                  65,222

Goodwill, net                                             52,676                  52,490
Deferred financing costs, net                              5,299                   5,209
Other assets                                                 401                     420
                                                       ---------               ---------

                                                       $ 208,415               $ 200,220
                                                       =========               =========

                LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                  $  36,866               $  33,333
     Accrued liabilities                                  29,963                  24,527
     Current portion of capital leases                       872                     869
     Current portion of long term debt                     1,012                     994
                                                       ---------               ---------
          Total current liabilities                       68,713                  59,723

Long term debt                                           145,523                 143,648
Capital leases                                             2,032                   2,182
Deferred income taxes                                      1,756                   1,712


SHAREHOLDERS' EQUITY
Common stock                                               1,250                   1,250
Paid in capital                                            1,413                   1,413
Retained earnings                                        (10,372)                 (7,015)
Accumulated other comprehensive income                                                   
(foreign currency translation)                            (1,900)                 (2,693)
                                                       ---------               ---------
         Total Shareholders' equity                       (9,609)                 (7,045)
                                                       ---------               ---------

                                                       $ 208,415               $ 200,220
                                                       =========               =========
</TABLE>



                             See accompanying notes.





                                       4
<PAGE>   5
                          TALON AUTOMOTIVE GROUP, INC.
            CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
                       (AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED APRIL 4, 1998
                                         -------------------------------------------------------------------------

                                                                                      ACCUMULATED
                                                                                         OTHER
                                             COMMON        PAID-IN       RETAINED    COMPREHENSIVE
                                             STOCK         CAPITAL       EARNINGS       INCOME         TOTAL
                                         -------------------------------------------------------------------------
<S>                                         <C>              <C>           <C>             <C>           <C>    

Balance at January 1, 1998 ...                  $ 1,250       $ 1,412       $ 12,168        $ (230)      $ 14,600

Net income .....................                                               1,284                        1,284
Foreign currency translation..                                                                (163)          (163)
                                                                                                   ---------------
Comprehensive income..........                                                                              1,121

Distributions .........                                                         (475)                        (475)
                                         -------------------------------------------------------------------------

Balance at April 4, 1998 ...                    $ 1,250       $ 1,412       $ 12,977        $ (393)      $ 15,246
                                         =========================================================================



                                                               THREE MONTHS ENDED APRIL 3, 1999
                                         -------------------------------------------------------------------------

                                                                                      ACCUMULATED
                                                                                         OTHER
                                             COMMON        PAID-IN       RETAINED    COMPREHENSIVE
                                             STOCK         CAPITAL       EARNINGS       INCOME         TOTAL
                                         -------------------------------------------------------------------------

Balance at January 1, 1999 ...                  $ 1,250       $ 1,413       $ (7,015)     $ (2,693)      $ (7,045)

Net loss .....................                                                (3,357)                      (3,357)
Foreign currency translation..                                                                 793            793
                                                                                                   ---------------
Comprehensive income..........                                                                             (2,564)

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

Balance at April 3, 1999 ...                    $ 1,250       $ 1,413       $(10,372)     $ (1,900)      $ (9,609)
                                         =========================================================================
</TABLE>





                             See accompanying notes.


                                       5
<PAGE>   6


                          TALON AUTOMOTIVE GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>


                                                          THREE MONTHS ENDED:
                                                      --------------------------
                                                       April 3,       April 4,
                                                         1999           1998
                                                         ----           ----
<S>                                                   <C>            <C>
Operating Activities:
Net Income                                            $(3,357)       $ 1,284
Depreciation and amortization                           2,929          2,705
Other non-cash expenses                                   195             71

Change in operating assets and liabilities:
     Accounts receivable                                  891           (538)
     Inventory                                            906           (657)
     Reimbursable tooling                                 676         (1,161)
     Prepaid expenses                                  (2,003)        (1,887)
     Accounts payable                                   3,533          6,598
     Accrued liabilities                                5,517          2,758
     Other                                               (482)           171
                                                      -------        -------

Cash provided by operating activities                   8,805          9,344
                                                      -------        -------

Investing Activities:
     Additions to property and equipment               (8,446)        (1,588)
     Proceeds from sale of equipment                        -            315
                                                      -------        -------

Cash used in investing activities                      (8,446)        (1,273)
                                                      -------        -------

Financing Activities:
     Proceeds from long term borrowings                 2,111              -
     Payments on long-term debt                          (166)        (1,620)
     Deferred financing costs                            (243)             -
     Distributions                                          -           (475)
                                                      -------        -------

Net cash provided by (used in)
financing activities                                    1,702         (2,095)
                                                      -------        -------

                Translation adjustment                    793           (164)
                                                      -------        -------

Net increase in cash                                    2,854          5,812

Beginning cash                                          9,412          1,234
                                                      -------        -------

Ending cash                                           $12,266        $ 7,046
                                                      =======        =======
</TABLE>



                             See accompanying notes.






                                       6
<PAGE>   7

                                                               
                             TALON AUTOMOTIVE GROUP

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 (IN THOUSANDS)






1.   ORGANIZATION AND BASIS OF PRESENTATION


The consolidated financial statements include the accounts of Talon Automotive
Group, Inc. and its wholly owned subsidiaries (the "Company"). All significant
intercompany transactions and account balances have been eliminated in
consolidation.

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.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended April 3, 1999
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1999.

2.   EFFECT OF ACCOUNTING PRONOUNCEMENTS

In 1998, the Financial Accounting Standards Board issued Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities, which is required
to be adopted in years beginning after June 15, 1999.  Management does not
anticipate that the adoption of the new statement will have a significant effect
on earnings or the financial position of the Company.

3.   COMMITMENTS AND CONTINGENCIES

As of April 3, 1999, 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, 1998.



                                       7
<PAGE>   8




                             TALON AUTOMOTIVE GROUP

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 (IN THOUSANDS)




4.   INVENTORIES


Inventory consisted of the following:

<TABLE>
<CAPTION>
                                 APRIL 3, 1999                DECEMBER 31, 1998
                                 -------------                -----------------
                                   UNAUDITED

<S>                                  <C>                            <C>
Raw material                         $ 6,039                        $ 4,935

Work in process                        5,490                          6,084

Finished goods                         3,568                          4,984

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

Total Inventory                      $15,097                        $16,003
                                     =======                        =======
</TABLE>


5.   REORGANIZATION


Prior to April 28, 1998 the Company had reported the combined financial
statements of Talon Automotive Group, LLC, Hawthorne Metal Products Company, J&R
Manufacturing, Inc., Veltri Metal Products Co., Veltri Holdings Inc., Veltri
Holdings No. 2 Inc., Veltri Holdings USA, Inc. and Production Stamping, Inc..
These companies were reorganized into Talon Automotive Group, Inc. on April 28,
1998 and the Company began reporting financial statements on a consolidated
basis. The reorganization had no material impact in the basis of the Company's 
financial statement presentation.


6.   RELATED PARTY TRANSACTIONS


The Company has a business services agreement with Talon L.L.C., an affiliated
company owned by the shareholders of the Company, under which the Company
receives services of risk management, benefits management, tax preparation and
other services from Talon L.L.C.. For the three month period ended April 3, 1999
and April 4, 1998, total fees incurred under this agreement amounted to $125 and
$287, respectively. Effective April 1, 1998, fees under this agreement were
reduced from $1,150 to $500 per year.


The Company provides certain consulting and administrative services to G&L
Industries, Inc. ("G&L"), an affiliate of the Company beneficially owned and
controlled by the shareholders of the Company. For the three month period ended
April 3, 1999 and April 4, 1998, total fees received under this agreement were
$0 and $125, respectively. The Company discontinued charging fees under this
agreement in July 1998.


                                       8
<PAGE>   9

                             TALON AUTOMOTIVE GROUP

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 (IN THOUSANDS)




7.   SUPPLEMENTAL GUARANTOR INFORMATION


Veltri Metal Products Co., Veltri Holdings, Inc. and Veltri Holdings USA, Inc.
(collectively, the "Veltri Group") are wholly owned subsidiaries of the Company
and constitute all of the direct and indirect subsidiaries of the Company. All
members of the Veltri Group have 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. In addition,
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 Veltri Group purchase agreements among the Veltri
Group and its former owners, the Veltri Group agreed not to make any loans or
advances to any person (including the Company) until certain earn-out provisions
for the former owners have been satisfied; and (ii) pursuant to the senior
credit agreement the Veltri Group agreed not to (a) declare or pay any dividends
on, or make any 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 million at any time outstanding); and (iii)
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 of each of these
members of the Veltri Group are material to investors. Therefore, separate
financial statements and other disclosures concerning members of the Veltri
Group have been omitted, and in lieu thereof, summarized financial information
relating to the Veltri Group is shown as follows:

<TABLE>
<CAPTION>
                                          APRIL 3, 1999   DECEMBER 31, 1998
                                            ---------         --------
                                            UNAUDITED
<S>                                         <C>               <C>
Current assets                              $29,780           $33,990
Non-current assets                           36,716            34,510
Current liabilities                          20,843            17,290
Non-current liabilities                      34,472            42,137

</TABLE>

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED:

                                          APRIL 3, 1999    APRIL 4, 1998
                                            ---------        ----------
                                            UNAUDITED         UNAUDITED
<S>                                         <C>               <C>
Net sales                                   $28,939           $27,427
Gross profit                                  5,321             5,440
Net income                                      978               791
</TABLE>

                                       9
<PAGE>   10


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

OF OPERATIONS


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)
fluctuations in worldwide or regional automobile and light and heavy truck
production; (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)
foreign currency and exchange fluctuations; (vi) factors affecting the ability
of the Company or its key suppliers to resolve Year 2000 issues in a timely
manner; and (vii) 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 these forward-looking statements.


COMPARISON OF THE THREE MONTH PERIOD ENDED APRIL 3, 1999 TO THE THREE MONTH
PERIOD ENDED APRIL 4, 1998


Net Sales - Net sales for the three month period ended April 3, 1999 ("first
quarter 1999") were $71.0 million compared to $71.1 million for the three month
period ended April 4, 1998 ("first quarter 1998"). 

Gross Profit - Gross profit for the first quarter 1999 was $7.5 million or 10.5%
of net sales as compared to $9.7 million or 13.7% of net sales for the first
quarter 1998. This represents a decrease of $2.2 million as compared to the
prior year. The decrease was primarily due to a significant decline in the
market price for scrap steel (see "Decline in Scrap Steel Prices") and launch
costs associated with new business.


Selling, General and Administrative Expenses ("SG&A") - SG&A expenses for the
first quarter 1999 were $5.5 million or 7.8% of net sales, compared to $4.8
million or 6.7% of net sales for the first quarter 1998. This represents an
increase of $0.7 million or 16% as compared to the prior year. The increase was
primarily due to a non-recurring $0.2 million gain on an asset sale in the first
quarter 1998 and advance engineering and program management costs in the first
quarter 1999 related to new business awards.


Amortization Expense - Amortization expense was $0.4 million for the first
quarter 1999 compared to $0.4 million for the first quarter 1998. Amortization
expense relates to goodwill associated with the Company's acquisitions since
1996.


Interest Expense - Interest expense for the first quarter 1999 was $4.0 million
or 5.6% of net sales, compared to $2.4 million or 3.4% of net sales for the
first quarter 1998. The increase was attributable to additional borrowings 





                                       10
<PAGE>   11

and a higher weighted average interest rate in connection with the Company's
issuance of $120.0 million of senior subordinated notes on April 28, 1998.

Foreign Currency - The foreign currency loss for the first quarter 1999 was $0.0
million compared to a foreign currency loss of $0.1 million for the first
quarter 1998. Foreign currency gains and losses are all attributable to the
Company's Canadian operation.

Income Taxes - The provision for income taxes for the first quarter 1999 was
$0.9 million or 1.2% of net sales compared to $0.8 million or 1.1% of net sales
for the first quarter 1998. The Company's income taxes relate solely to its
Canadian operations. The effective tax rate for the first quarter 1999 was
approximately 40.7%.



LIQUIDITY AND CAPITAL RESOURCES


In March 1999, the Company's senior credit facility agreement was amended to
revise certain definitions pertaining to financial covenants. The amendment
changed certain covenants relative to interest coverage and leverage, as
defined, to provide the Company the ability to make significant capital
investments required for new business awards, as well as sufficient liquidity to
execute its business plan.


Capital expenditures for the first quarter 1999 were $8.5 million compared to
$1.6 million for the first quarter 1998. Capital expenditures related to various
investments in machinery and equipment. Capital expenditures in the first
quarter 1999 included approximately $3.0 million for new business awards, $3.0
million to increase capacity and productivity and $2.5 million for normal
maintenance of operations.

For the first quarter 1999, net cash flow from operating activities totaled $8.8
million compared to $9.3 million for the first quarter 1998.

Net cash used in investing activities totaled $8.5 million for the first quarter
1999, as compared to $1.3 million for the first quarter 1998. Investing
activities for the first quarter of 1999 and 1998 related to capital
expenditures.


Net cash provided by financing activities totaled $1.7 million for the first
quarter 1999 compared to $2.1 million of cash used in financing activities for
the first quarter 1998. Financing activities primarily related to new borrowings
in the first quarter 1999 and payments on long-term debt in the first quarter
1998.


                                       11
<PAGE>   12
For the first quarter 1999, EBITDA was $4.5 million as compared to $7.3 million
for first quarter 1998. This represents a decrease of $2.8 million compared to
the prior year. The decrease was due to lower gross profit and higher SG&A
expenses in the first quarter 1999. EBITDA is defined as income from continuing
operations before the effect of changes in accounting principles and
extraordinary expenses plus interest, income taxes, depreciation and
amortization. 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. EBITDA
measures presented may not be comparable to similarly-titled measures of other
companies.


The Company believes the borrowing availability under its senior credit
facility, together with funds generated by operations, should provide sufficient
liquidity and capital resources to meet its working capital requirements,
capital expenditures and other operating needs through 1999. At April 3, 1999,
outstanding borrowings under the senior credit facility totaled $24.0 million
and the Company had the ability to take on additional borrowings under the
senior credit facility of approximately $30.0 million.



DECLINE IN SCRAP STEEL PRICES

The Company has certain agreements to sell scrap steel resulting from its
manufacturing processes at prices based on the prevailing market rate and this
revenue is recorded as a reduction to the Company's cost of sales. Market prices
for scrap steel have declined significantly since September 1998 and this has
resulted in a significant decrease in the Company's revenue related to scrap
steel sales. In the first quarter 1999, the market price for scrap steel
declined over 50% compared to the first quarter 1998 and this reduced the
Company's gross profit approximately $1.3 million.



YEAR 2000 COMPLIANCE

GENERAL DESCRIPTION OF THE YEAR 2000 ISSUE AND THE NATURE AND EFFECTS OF THE
YEAR 2000 ON INFORMATION TECHNOLOGY (IT) AND NON-IT SYSTEMS. The Company is in
the process of modifying or replacing certain portions of its software and
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Company presently believes that with modifications or replacements of
existing software and certain hardware, the Year 2000 Issue can be mitigated.
However, if such modifications and replacements are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Company. The Company's plan to resolve the Year 2000 Issue
involves the following four phases: assessment, remediation, testing, and
implementation. To date, the Company has completed its assessment of all systems
that could be significantly affected by the Year 2000. The assessment indicated
that most of the Company's significant information technology systems could be
affected, particularly the general ledger, billing, and inventory systems. That
assessment also indicated that certain software and hardware used in production
and manufacturing systems (hereafter also referred to as operating equipment) is
at risk. Affected systems include automated assembly lines and related robotic
technologies used in various aspects of the manufacturing process. In addition,
the Company has gathered information about the Year 2000 compliance status of
its significant suppliers and subcontractors and continues to monitor their





                                       12
<PAGE>   13

compliance.

STATUS OF PROGRESS IN BECOMING YEAR 2000 COMPLIANT, INCLUDING TIMETABLE FOR
COMPLETION OF EACH REMAINING PHASE. For its information technology exposures,
the Company expects to fully complete software replacement, including testing
and implementation, no later than June 30, 1999. Once replacements or
modifications for certain affected software are selected and tailored for the
Company's use, the Company begins testing and implementation. These phases run
concurrently for different systems. To date, the Company has completed
approximately 80% of its remediation and testing and has implemented
approximately 75% of its remediated systems. Completion of the testing for all
significant systems is expected by June 30, 1999 and the company expects that
all remediated systems will be fully tested and implemented by September 30,
1999. The remediation of operating equipment is approximately 75% complete and
the Company expects to complete its remediation efforts for operating equipment
by June 30, 1999. The testing and implementation of operating equipment is
expected to be fully completed by September 30, 1999.

NATURE AND LEVEL OF IMPORTANCE OF THIRD PARTIES AND THEIR EXPOSURE TO THE YEAR
2000. The Company is in the process of working with its key customers and
suppliers to ensure that the Company's systems that interface directly with such
third parties are Year 2000 compliant by June 30, 1999. The Company has
completed approximately 80% of its remediation and testing efforts on these
systems and expects this to be completed by June 30, 1999. Implementation
efforts are approximately 70% complete and are expected to be fully completed by
September 30, 1999. The Company understands that key customers are in the
process of making their accounts payable systems Year 2000 compliant and that
this will be completed prior to December 31, 1999. The Company has queried its
significant suppliers and subcontractors that do not share information systems
with the Company (external agents). To date, the Company is not aware of any
external agent with a Year 2000 issue that would materially impact the Company's
results of operations, liquidity, or capital resources. However, the Company has
no means of ensuring that external agents will be Year 2000 ready. The inability
of external agents to complete their Year 2000 resolution process in a timely
fashion could materially impact the Company. The effect of non-compliance by
external agents is not determinable.

COSTS. The Company will utilize both internal and external resources to
reprogram, or replace, test, and implement the software and operating equipment
for Year 2000 modifications. The total cost of the Year 2000 project is
estimated at $1.9 million, and is being funded through operating cash flows. To
date, the Company has incurred approximately $1.6 million ($0.3 million expensed
and $1.3 million capitalized for new systems and equipment) related to both its
Year 2000 project and ordinary business expenditures that also addressed the
Year 2000 Issue. Of the total remaining costs, approximately $0.1 million is
attributable to the purchase of new software and operating equipment, which will
be capitalized. The remaining $0.2 million relates to repair of hardware and
software, and implementation consulting fees which will be expensed as incurred.

RISKS. The Company believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Company has not yet
completed all necessary phases of the Year 2000 program. In the event that the
Company does not complete any additional phases, the Company would be unable to
effectively manufacture and ship certain products. In addition, disruptions in
the economy generally resulting from Year 2000 issues could also materially
adversely affect the Company. The amount of potential liability and 



                                       13
<PAGE>   14

lost revenue cannot be reasonably estimated at this time.

CONTINGENCY PLAN. The Company has contingency plans for certain critical
applications, and is working on such plans for others. These contingency plans
involve, among other actions, manual workarounds, increasing inventories, and
adjusting staffing strategies. The Company expects to have these contingency
plans formally documented by September 30, 1999.



                                       14
<PAGE>   15


                           PART II. OTHER INFORMATION


                  TALON AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES




Item 1. Legal Proceedings:


        None


Item 2. Change in Securities:


        None


Item 3. Defaults Upon Senior Securities:


        None


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)     Exhibit 10 - Second Amendment to Credit Agreement.


        Exhibit 27 - Financial Data Schedule
        
(b)     The Company filed no Reports on Form 8-K during the quarter ended

        April 3, 1999.


                                       15
<PAGE>   16
                                   SIGNATURES





     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 17, 1999


                                       16
<PAGE>   17

                                  Exhibit Index
                                  -------------
<TABLE>
<CAPTION>                                

Exhibit No.                                     Description
-----------                                     -----------
<S>                                          <C>
    10                                       Second Amendment to Talon
                                             Automotive Group, Inc. Credit
                                             Agreement


    27                                       Financial Data Schedule

</TABLE>