<PAGE>
================================================================================
                       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 [FEE REQUIRED]
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF1934 [NO FEE REQUIRED]
                         COMMISSION FILE NUMBER 1-12676

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

                              COASTCAST CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               CALIFORNIA                                 95-3454926
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   Identification No.)

        3025 EAST VICTORIA STREET                           90221
      RANCHO DOMINGUEZ, CALIFORNIA                       (ZIP CODE)
(Address of principal executive offices)
       Registrant's telephone number, including area code: (310) 638-0595
       ------------------------------------------------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                   NAME OF EACH EXCHANGE
          TITLE OF EACH CLASS                      ON WHICH REGISTERED
          -------------------                      ---------------------
      RIGHTS TO PURCHASE SERIES A
         PREFERRED STOCK, NO PAR VALUE            NEW YORK STOCK EXCHANGE
       COMMON STOCK, NO PAR VALUE                 NEW YORK STOCK EXCHANGE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE.
        -----------------------------------------------------------------

        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 mark 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. [ ]

        Aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing price of said stock on the New York Stock
Exchange on March 21, 2001 ($10.57 per share): $67,877,000.

        As of March 21, 2001, 7,676,042 shares of the Common Stock, no par
value, of the Registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

        Portions of the Proxy Statement relating to the Annual Meeting of
Shareholders to be held June 20, 2001, are incorporated by reference into Part
III of this Report.



                                       1
<PAGE>



                              COASTCAST CORPORATION

     ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
<TABLE>
<CAPTION>

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PART I                                                                                      PAGE
-----------------------------------------------------------------------------------------------------------------------------

<S>               <C>                                                                       <C>
Item 1.           Business                                                                    3
Item 2.           Properties                                                                  8
Item 3.           Legal Proceedings                                                           8
Item 4.           Submission of Matters to a Vote of Security Holders                         9

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

PART II

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

Item 5.           Market for Registrant's Common Equity and Related Stockholder
                  Matters                                                                    10
Item 6            Selected Financial Data                                                    14
Item 7.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                  15
Item 7a.          Quantitative and Qualitative Market Risk                                   18
Item 8            Financial Statements and Supplementary Data                                18
Item 9.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure                                                   18

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

PART III

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Item 10.          Directors and Executive Officers of the Registrant                         18
Item 11.          Executive Compensation                                                     18
Item 12.          Security Ownership of Certain Beneficial Owners and
                  Management                                                                 18
Item 13.          Certain Relationships and Related Transactions                             19


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PART IV

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Item 14.          Exhibits, Financial Statement Schedules, and Reports on Form 8-K           19

</TABLE>


                                       2
<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

GENERAL

         Coastcast Corporation is one of the largest manufacturers in the world
of investment-cast titanium and stainless steel golf clubheads for high-quality,
premium-priced metal woods, irons and putters. The Company believes it is one of
the largest producers of metal wood clubheads for high-quality, premium-priced
golf clubs. Over the past two decades, golf clubs with perimeter-weighted heads
have become much more popular among golfers because such clubs are more
forgiving to off-center hits than other types of clubs. The investment-casting
process has become the principal method for manufacturing clubheads because it
facilitates the use of perimeter weighting designs and modern alloys and
enhances manufacturing precision and uniformity. Manufacturing precision is
particularly important in the manufacture of an oversized, thin-walled metal
wood which can involve a significant number of separate manufacturing steps to
produce a clubhead that meets strict standards for size, weight, strength and
finish.

         The Company also manufactures a variety of investment-cast orthopedic
implants and surgical tools (used principally in replacement of hip and knee
joints in humans and small animals) and other specialty products, and aluminum
compressor wheels using the reusable investment pattern process, which products
accounted for approximately 9% of the Company's total sales for the year ended
December 31, 2000.

         In the past several years, golf clubs with titanium alloy heads have
become popular. The Company developed the capability of manufacturing titanium
clubheads and began shipping titanium clubheads at the end of 1995. Titanium
clubheads accounted for approximately 42% and 45% of the Company's total sales
in 1999 and 2000, respectively.

         The Company was incorporated as a California corporation in 1980.

BUSINESS STRATEGY - GOLF

         The Company recognizes that golf club companies are critical to its
success and, accordingly, has designed its business strategy to engender
customer satisfaction in order to maintain its industry leadership position. The
Company's strategy consists of the following principal elements:

        o       MAINTAIN RELIABLE, HIGH-QUALITY MANUFACTURING. The Company
                believes its manufacturing expertise, quality control,
                scheduling flexibility, substantial production capacity and its
                ability to manufacture golf clubheads using stainless steel or
                titanium alloys differentiate it from others in the industry.
                The Company endeavors to respond quickly to customers' orders
                and deliver high-quality clubheads on a timely basis. This
                capability is particularly important to golf club companies
                which can experience rapid growth from the increasing popularity
                of a particular club or set of clubs.

        o       INTEGRATE OPERATIONS. The Company's operations are integrated,
                from the computer-aided manufacture of some of the tooling used
                to produce clubheads through foundry operations and finishing
                processes, including painting.

        o       FOSTER CLOSE CUSTOMER RELATIONSHIPS. The Company believes that
                its responsive service has been a significant element of its
                success. The Company endeavors to be a value-added supplier by
                offering consistently high levels of customer service and
                support.

         The Company has a staff of 14 employees dedicated to sales and customer
service. The Company maintains its own internal laboratory for testing of
customers' products during the production process. The Company typically
delivers finished products to its customers within 10 weeks from receipt of the
customer's order during peak


                                       3
<PAGE>

production periods, within 6 to 8 weeks during other periods and within several
weeks or even several days if necessary to accommodate a customer's need for
more rapid delivery. With new products, depending on their complexity, a longer
turnaround period may be expected.

GOLF PRODUCTS

         The Company's golf products are generally used in golf clubs targeted
at the high end of the market. These clubs must satisfy the requirements of
highly-skilled amateur and professional golfers, including touring
professionals. As such, golf clubs which incorporate clubheads manufactured by
the Company are sometimes referred to in the industry as "tour-driven" golf
clubs.

         The Company's clubheads are included in a variety of leading metal
woods, irons and putters, some of which are listed below:


         CALLAWAY
         --------
         BIG BERTHA HAWKEYE VFT TITANIUM METAL WOODS
         BIG BERTHA STEELHEAD PLUS METAL WOODS
         GREAT BIG BERTHA HAWKEYE TITANIUM IRONS
         X14 STEELHEAD IRONS
         ODYSSEY DUAL FORCE BLADE PUTTERS
         ODYSSEY DF ROSSIE MALLET PUTTERS


         CLEVELAND
         ---------
         RTG WEDGES
         588 WEDGES
         691 WEDGES
         485 WEDGES


         COBRA
         -----
         CXI IRONS
         CXI IRONS SILVER FOX


         TITLEIST
         --------
         975J TITANIUM METAL WOODS
         975D/976R TITANIUM METAL WOODS
         975F TITANIUM METAL WOODS
         PRO TRAJECTORY METAL WOODS
         DCI 990 & 990B IRONS
         DCI 981 & 981 SL IRONS
         DCI 962 IRONS
         BOB VOKEY WEDGES


         PING
         ----
         ISI TITANIUM METAL WOODS
         I3 STEEL METAL WOODS


GOLF PRODUCT CUSTOMERS

         For over twenty years, the Company has supplied investment-cast
clubheads for metal woods, irons and putters to many of the top golf companies
which produce high-quality, premium-priced golf clubs. Most golf club companies
source the three principal components of a golf club--the clubhead, shaft, and
grip--from independent suppliers which manufacture these components based on the
golf club companies' designs and specifications. The Company currently is a
major supplier of stainless steel and titanium clubheads to Callaway Golf
Company, which is the producer of the Big Bertha line of steel and titanium
metal woods and irons and Odyssey putters and wedges. In addition, the Company
is a supplier of investment-cast steel and titanium clubheads for companies
which market the Titleist, Cleveland, Cobra and Ping brands of golf clubs.

         Substantially all of the clubheads manufactured by the Company are used
in high-quality, premium-priced golf clubs. The Company believes that a
substantial portion of the clubheads manufactured by it are incorporated in
clubs sold in North America, although many of the Company's clubheads are
incorporated in clubs sold in parts of Asia, Europe and other parts of the
world. Historically, a limited number of golf club companies have held a very
substantial portion of the total market share for high-quality, premium-priced
golf clubs in North America. Currently, some of the more popular high-quality,
premium-priced clubs are Callaway metal woods and irons; Titleist metal woods,
irons and putters; Odyssey putters; and Wilson metal woods, irons and putters.
Several of these golf


                                       4
<PAGE>

clubheads are marketed by customers of the Company. Callaway (including Odyssey)
accounted for 50%, 47% and 49% of the Company's total sales in 2000, 1999 and
1998, respectively. Fortune Brands (formerly American Brands, owner of Titleist
and Cobra) accounted for 26%, 25% and 22% of the Company's total sales in 2000,
1999 and 1998, respectively. Taylor Made accounted for 12% and 14% of the
Company's total sales in 1999 and 1998, respectively.

         A close working relationship typically exists between the Company and
its principal golf club customers, and sales and marketing activities are
conducted by a limited number of direct sales employees and senior executives of
the Company.

MANUFACTURING - GOLF

         INVESTMENT-CASTING PROCESS. Investment-casting is a highly specialized
method of making metal products. It has become the principal method for the
manufacture of golf clubheads. Previously, woods were made of wood and irons
were produced by forging and machining. Greater flexibility in the shape and
weight distribution of clubheads is possible with the investment-casting
process. Investment-casting facilitates perimeter weighting and the use of
modern alloys. It also enhances manufacturing precision and uniformity. The
enhanced precision inherent in investment-casting is particularly important in
the manufacture of metal woods which can involve a significant number of
separate manufacturing steps.

         The basic steps of investment-casting, in its simplest form, are as
follows:

o       Produce a metal die (sometimes called a wax mold) based on
        specifications provided by the customer.

o       Inject wax into the die, producing a pattern the exact shape of
        the final casting.

o       Surround (or "invest") the pattern with a ceramic material which
        is allowed to dry to form a ceramic shell.

o       Remove the wax by heat, leaving a cavity in the ceramic shell in
        the shape of the desired casting.

o       Pour molten metal into the cavity in the ceramic shell and allow
        it to solidify.

o       Remove the ceramic material by mechanical and chemical action
        after the metal solidifies and clean the casting.

o       Finish and inspect the casting.

         METAL ALLOYS. Most clubheads manufactured by the Company are made of
titanium or stainless steel alloys. Titanium clubheads have similar tensile
strength as stainless steel with approximately one-half the weight of steel.
Therefore, a larger oversized clubhead can be manufactured using titanium
without increasing clubhead weight. The Company's Gardena facility is devoted to
titanium operations.

         POLISHING AND FINISHING. The Company conducts golf clubhead polishing
and finishing operations in its facilities in Mexicali, Mexico. In addition,
certain iron clubheads were finished in the Company's Tijuana facility during
the last quarter of fiscal year 2000. Finishing of the head for an iron or
putter can require numerous separate steps and finishing of a head for a metal
wood can involve many more separate steps. Most of the clubheads and
substantially all of the metal woods manufactured by the Company are finished by
it to customer specifications, although some of such clubheads--principally
irons--are delivered to customers in an unfinished state. The Company, to assist
its customers, at times also polishes and finishes limited quantities of
investment-cast clubheads manufactured by other companies.


                                       5
<PAGE>

         QUALITY CONTROL. The Company believes that its success as a leading
supplier of golf clubheads is largely attributable to its quality control
measures. The Company attempts to monitor every aspect of the engineering and
manufacturing process to assure the quality of the clubheads manufactured by the
Company. Particular attention is paid to the quality of raw materials
(principally wax, ceramic and metal alloys), gating techniques employed in
channeling the flow of molten metal in the ceramic shell in the casting process,
and rigorous inspection standards to assure compliance with the customers'
product specifications throughout the manufacturing process.

         REGULATIONS. The Company uses hazardous substances and generates
hazardous waste in the ordinary course of its business. The Company is subject
to various federal, state, local and foreign environmental laws and regulations,
including those governing the use, discharge and disposal of hazardous
materials. Although the Company has not to date incurred any material
liabilities under environmental laws and regulations and believes that its
operations are in substantial compliance with applicable laws and regulations,
environmental liabilities could arise in the future that may adversely affect
the Company's business. See "Discontinued Operations" below.

COMPETITION - GOLF

         The Company operates in a highly competitive environment. The Company
competes against a number of manufacturers of investment-cast titanium clubheads
for high-quality, premium-priced golf clubs, including but not limited to: Sturm
Ruger, Inc., Cast Alloys, Inc. and Worldmark Services Ltd. The Company competes
principally against two significant U.S.-based manufacturers (Hitchner
Manufacturing Co., Inc. and Cast Alloys, Inc.) of investment-cast steel
clubheads. The Company also competes with several foreign manufacturers of
investment-cast steel clubheads, including Worldmark Services Ltd. (formerly
Fu-Sheng Industrial Co. Ltd.), O-ta Precision Casting Co. Ltd., Dynamic
Precision Casting MFG. Co. Ltd. and Advanced Group International Co. Ltd.

         The Company believes that its position as a leading manufacturer of
titanium and steel clubheads for high-quality, premium-priced golf clubs is due
to its ability to produce quality clubheads in quantities sufficient to meet
rapidly growing demand for popular golf clubs, its experience and expertise in
manufacturing investment-cast golf clubheads, and its integrated manufacturing
operations.

         Price is increasingly becoming a factor but the Company does not
compete solely on price. Quality and service are key success factors in the
premium-price golf clubhead market. The Company seeks to provide better products
and service to its customers than its competitors in order to increase or retain
market share.

         Although the Company's foreign competitors (the principal ones of which
are located in Asia) are typically able to offer prices below the Company's
prices, the Company believes that it has some competitive advantages over
foreign manufacturers, including its ability to deliver clubheads more quickly
to its customers due to shorter shipping and lead times. Shipment of clubheads
to the United States from Asia usually requires at least two weeks by ocean
freight. Further, the Company believes that certain of its customers prefer
products made in the United States.

         The Company also competes against golf club companies that internally
produce clubheads for their clubs. The Company believes that one of the larger
golf club companies, Ping Inc., which produces its own brand of clubs,
manufactures substantially all of the investment-cast steel iron clubheads for
use in its own clubs. The Company believes that this golf club company produces
clubheads for its own use only and does not currently compete with the Company
for the business of other golf club companies. However, during the calendar year
2000, Ping Inc. purchased steel metal woods and titanium drivers from the
Company.

         The Company also faces potential competition from those golf club
companies that currently purchase golf clubheads from outside suppliers but may,
in the future, manufacture clubheads internally. If the Company's current
customers begin manufacturing clubheads internally, the Company's sales would be
adversely affected. The Company believes that as long as component suppliers,
such as the Company, provide high-quality component golf club parts at
competitive prices and reliably, it is unlikely that many golf club companies
will commence their own manufacturing.


                                       6
<PAGE>

         The Company experiences indirect competition from golf club companies
that produce golf clubs with clubheads that are not investment-cast. For
example, some clubheads for woods are made of forged faces and fabricated bodies
or of wood alone, some clubheads for irons are forged, some clubheads for
putters are machined, and some clubheads are made of graphite or other
composites. The Company believes that the investment-cast, metal clubhead has a
greater share of the market for clubheads for high-quality, premium priced golf
clubs than these alternate types of clubheads. In particular, the metal wood has
surpassed the wooden wood as the most popular wood and the investment-cast iron
has surpassed the forged iron as the most popular type of iron. Graphite and
other composite clubheads have been available for several years, but to date
have not become nearly as popular as investment-cast clubheads.

EMPLOYEES

         As of December 31, 2000, the Company employed 3,828 persons on a
full-time basis. Of these employees, 2,549 and 571 were employed by Coastcast
Corporation, S.A. and Coastcast Tijuana S. de R. L. de C. V., respectively, the
Mexican subsidiaries of the Company. The Company considers its employee
relations to be good.

         The production and maintenance employees in the Gardena, California
facility are represented by the United Steelworkers of America. There were 252
such employees as of December 31, 2000. The collective bargaining agreement for
such employees was effective May 12, 2000, and will expire on June 11, 2003.

ORTHOPEDIC IMPLANTS, SPECIALTY PRODUCTS AND AUTOMOTIVE PRODUCTS

         The Company also manufactures non golf products including orthopedic
implants and surgical tools (used principally for replacement of hip and knee
joints in humans and small animals). Other non golf products include titanium
and other alloy specialty products, automotive titanium products and automotive
aluminum compressor wheels. The Company believes that its engineering and
manufacturing disciplines developed to manufacture these products has
contributed to the Company's ability to attract new non golf business and to its
ability to manufacture golf products.

         The Company is endeavoring to expand its titanium and other alloy
investment casting business to potential customers in other commercial and
industrial businesses outside of the golf business. At this stage, the Company
cannot predict which product opportunities will result in profitable sales, and
whether volumes will be significant.

         The Company believes that its principal investment casting competitors
in this business are Precision Castparts Corporation, Sturm Ruger, Inc., and PED
Manufacturing.

         The Company also manufactures aluminum compressor wheels using the
reusable investment pattern process. This process utilizes plaster molds and
rubber patterns to produce complex, thin wall aluminum compressor wheels. The
Company believes that its principal competitors in this business is Ross
Aluminum Foundries.

DISCONTINUED OPERATIONS

         In 1993, the Company announced its decision to discontinue its
aerospace business. This business was substantially phased out in 1994. In
connection with the offering for sale of the Wallingford, Connecticut property,
the Company had an environmental assessment performed, which identified the
presence of certain chemicals associated with chlorinated solvents in
groundwater beneath a portion of the property. The Company conducted
investigations to determine the source and extent of the contamination. In
addition, the Company determined that certain of the contaminates were present
prior to its ownership and entered into a remediation cost sharing agreement
with the previous owner of the property. In August 1998, the Company sold the
Wallingford, Connecticut property, under an agreement which stipulates that the
Company and the previous owner bear the liability to remediate the property. The
Company incurred a loss on the sale of the property. The loss on sale of the
property plus the Company's share of the estimated remediation costs were not
adequately covered by the original reserve. As a result,


                                       7
<PAGE>

for the year ended December 31, 1998, the Company reported a $157,000 loss from
discontinued operations, net of income tax benefit, as shown on the Consolidated
Statements of Income.

ITEM 2.  PROPERTIES.

         The Company's principal executive offices and one of two steel
investment casting manufacturing facilities are located in a 120,000 square foot
leased facility in Rancho Dominguez, California, a suburb of Los Angeles.
Approximately 19,000 square feet of this facility has been allocated to the
Company's new aluminum compressor wheels business. The lease expires in October
2003 and the Company has a five-year extension option.

         The Company owns a complex of plants in Gardena, California (which is
within approximately five miles of the Rancho Dominguez facilities), comprising
an aggregate of approximately 110,000 square feet. These facilities are
principally used for manufacturing titanium golf clubheads and tooling. In
October 1994, the Company purchased approximately two acres of land contiguous
to its Gardena facility. In April 1996, the Company purchased another
approximately two acres of land next to the land purchased in October 1994. This
land is available for future expansion if and when necessary.

         The majority of clubhead polishing and finishing operations are
conducted in facilities leased by the Company's subsidiary in Mexicali, Mexico
under four lease agreements, comprising an aggregate of approximately 142,000
square feet. Three of the leases expire in December 2003, and the other lease
expires in June 2006. All four leases have a five-year extension option.

         The Company has moved most of its steel golf clubhead casting
operations to a 186,000 square foot leased investment casting facility in
Tijuana, Mexico. The lease expires in April 2008 and the Company has two
five-year extension options. Also, the Company has exercised its option to lease
land adjacent to the facility. The Company has another option to lease a second
site contiguous to the property as needed for future growth.

ITEM 3.  LEGAL PROCEEDINGS.

         The Company is a party to legal actions arising in the ordinary course
of business, none of which, individually or in the aggregate, in the opinion of
management, after consultation with counsel, will have a material adverse effect
on the business or financial condition of the Company.


                                       8
<PAGE>

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

Not Applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

         The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME                                      AGE        POSITION
----                                      ---        --------
<S>                                       <C>        <C>
Hans H. Buehler                            68        Chairman of the Board and Chief Executive Officer
Larry J. Cornelius                         59        Vice President, Titanium Casting
Norman Fujitaki                            46        Chief Financial Officer and Secretary
Ramon F. Ibarra                            48        Vice President, Manufacturing
Bryan Rolfe                                48        Vice President, Sales and Business Development
Roberto Roman                              58        Vice President, Human Resources
Todd L. Smith                              37        Executive Vice President, Operations
Kathleen H. Wainwright                     36        Senior Vice President, Sales
K. Michael Wellman                         56        Senior Vice President - Foundries
</TABLE>


         Mr. Buehler is one of the founders of the Company and has been Chairman
of the Board since the Company's inception in 1980. Prior to founding the
Company, he was President of the Rex Precision Products Division of Alco
Standard Corporation, a competitor of the Company that was acquired by the
Company in 1987. Mr. Buehler has more than 40 years of experience in the
investment-casting business, including more than 30 years of experience in the
manufacture of golf clubheads.

         Mr. Cornelius joined the Company in March 1995. In July 1999, he was
promoted to Vice President - Titanium Casting. From 1995 to 1999, he was the
Director of the Titanium operations. From 1992 to 1995, he was the Engineering
Manager for IMI Titanium Inc. Mr. Cornelius has over 23 years of experience in
the titanium business.

         Mr. Fujitaki joined the Company in 1994. He has served as Chief
Financial Officer since April 1999. From 1994 to March 1999, he served as
Corporate Controller. He previously was employed for eight years by Neutrogena
Corporation, a manufacturer and marketer of skin and hair care products, for
which he served as Corporate Controller from September 1988.

         Mr. Ibarra joined the Company in 1981. Since 1989, he has served as
Vice President, Manufacturing of the Company. Prior to such time, he served as
the production manager for the Company with respect to all phases of its
business and as the plant manager at the facility located in Rancho Dominguez,
California.

         Mr. Rolfe joined the Company in July 1998. From 1997 to June 1998, he
was a consultant and President of Slotline Golf Company. From 1995 to 1997, he
was the President and Chief Operating Officer of Cleveland Golf Company. Mr.
Rolfe worked 20 years at Salomon North America in a variety of management
positions, including Director of Operations and Finance from 1991 to 1995.

         Mr. Roman joined the Company in 1986. In July 1999, he was promoted to
Vice President - Human Resources. Prior to this time, he served the Company in
various management capacities in the human resource area. Mr. Roman has over 30
years of human resources experience.

         Mr. Smith joined the Company in 1981. In February 2000, he was promoted
to Executive Vice President - Operations. From July 1999 to January 2000, he was
the Vice President - Operations. Prior to this time, he served the


                                       9
<PAGE>

Company in various management capacities in both the manufacturing and
administrative areas. Mr. Smith is the son of Hans H. Buehler.

         Ms. Wainwright joined the Company in 1988. In February 2000, she was
promoted to Senior Vice President - Sales. From November 1996 to January 2000,
she served as Vice President, Sales. Prior to that time, she served the Company
in various capacities, including plant manager at the facility located in
Wallingford, Connecticut.

         Mr. Wellman joined the Company in 2000. In February 2000, he became the
Senior Vice President - Foundries. From 1993 to 1999, he was the President and
owner of Commercial Titanium Casting, Inc. From 1989 to 1993, he was the Group
Vice President of Sturm Ruger Inc. Mr. Wellman has over 27 years of foundry
experience.

         Each officer serves at the pleasure of the Board of Directors of the
Company.

                                     PART II

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

PRINCIPAL MARKET AND PRICES

         The common stock of the Company is listed on the New York Stock
Exchange under the symbol PAR. The following table sets forth the high and low
sales prices per share for the common stock of the Company as reported by the
New York Stock Exchange.
<TABLE>
<CAPTION>

FISCAL YEAR                                                  HIGH            LOW
-----------                                                  ----            ---
<S>                                                      <C>              <C>
2000
         First Quarter                                   $   17 1/8       $  13 1/4
         Second Quarter                                      20 7/16         14 7/8
         Third Quarter                                       18 3/16         13
         Fourth Quarter                                      18 7/16         14 1/4
1999

         First Quarter                                        9 7/8           6 15/16
         Second Quarter                                      12 3/4           8 7/8
         Third Quarter                                       12 7/8          10 1/2
         Fourth Quarter                                      16 13/16        10 11/16
</TABLE>

The approximate number of record holders of common stock of the Company as of
March 21, 2001 was 145.

DIVIDENDS

         On October 27, 2000, the Board of Directors of the Company declared an
extraordinary dividend of $5.00 per share payable on January 9, 2001 to
shareholders of record on December 19, 2000. On January 9, 2001, the Company
paid $38.2 million to shareholders of record on December 19, 2000. In addition,
the Board of Directors approved the adoption of a dividend policy pursuant to
which the Company intends to pay quarterly dividends. The amount of dividends
will depend upon the Company's financial position, results of operations and the
needs of the business. It is expected that the first quarterly dividend will be
paid in May 2001 and that the initial quarterly dividend rate will be $0.26 per
share.


                                       10
<PAGE>

STOCK REPURCHASE

         In December 1999, the Board of Directors authorized the repurchase of
an additional one million shares of Coastcast common stock from time to time in
the open market or negotiated transactions. For the year ended December 31,
2000, the Company purchased 375,658 shares at a cost of $5.5 million dollars,
completing the share repurchase under the original authorization, with 788,842
shares remaining to be purchased under the December 1999 authorization.

BUSINESS RISKS

         CUSTOMER CONCENTRATION. The Company's sales have been and very likely
will continue to be concentrated among a small number of customers. Sales to two
customers accounted for 76% of sales during the year ended December 31, 2000 and
sales to three customers accounted for 84% of sales during the years ended
December 31, 1999 and 1998. Sales to the Company's top customer, Callaway Golf
Company (including Odyssey Golf) accounted for 50% of sales for the year ended
December 31, 2000.

         The Company has no long-term contracts with, and is not the exclusive
supplier to, any of its customers, which the Company believes is typical
industry practice. Although the Company is now a principal supplier of steel and
titanium clubheads to Callaway, there are other actual or potential sources of
supply to Callaway and the level of future orders is not known at this time. In
the event Callaway increases purchases from other suppliers, the Company could
be adversely affected. Although the Company believes that its relationships with
its customers are good and its prices are competitive, the loss of a significant
customer or a substantial decrease in the sales of golf clubs by a significant
customer could have a material adverse effect on the Company's business.

         COMPETITION. The Company operates in a highly competitive market. All
of the Company's products are manufactured according to customers' designs and
specifications. Accordingly, the Company competes against other independent
domestic and foreign manufacturers which have the capability to manufacture
investment-cast clubheads. The Company also experiences indirect competition
from golf club companies that manufacture their own clubheads or make golf clubs
with clubheads that are not investment-cast or are made of materials the Company
is not currently capable of producing. Potential competition also exists from
those golf club companies that currently purchase clubheads from the Company but
may, in the future, manufacture clubheads internally. The Company believes that
it competes principally on the basis of its ability to produce consistently
high-quality golf clubheads in quantities sufficient to meet rapidly growing
demand for popular golf clubs. Some of the Company's current and potential
competitors may have greater resources than the Company.

         NEW PRODUCTS. The Company's historical success has been attributable,
in part, to its ability to supply clubheads for companies whose new products
rapidly attained a significant portion of the market for high-quality,
premium-priced golf clubs. In the future, the Company's success will depend upon
its continued ability to manufacture golf clubheads for such companies. There
are no assurances, however, of the Company's ability to do so. If a golf club
having a head not manufactured by the Company gains significant market share
from customers of the Company, the Company's business would be adversely
affected.

         NEW MATERIALS AND PROCESSES. The Company's future success is also
dependent on continuing popularity of investment-cast clubheads. A significant
loss of market share to golf clubs with heads made by other processes would have
a material adverse impact on the Company's business. Similarly, the Company's
future success is also dependent on continuing popularity of clubheads made of
titanium or stainless steel alloys or other metal alloys which the Company is
capable of casting.

         MANUFACTURING COST VARIATIONS. Consistent manufacture of high-quality
products requires constant care in the manufacture and maintenance of tooling,
monitoring of raw materials, and inspection for compliance with product
specifications throughout the manufacturing process. Investment-casting is labor
intensive, and numerous steps are


                                       11
<PAGE>

required to produce a finished product. Variations in manufacturing costs and
yields occur from time to time, especially with new products during the
"learning curve" phase of production and products which are more difficult to
manufacture such as titanium or oversized metal wood and iron golf clubheads.
The length and extent of these variations are difficult to predict.

         DEPENDENCE ON MANUFACTURING PLANTS IN MEXICO. A substantial portion of
the golf clubheads manufactured by the Company, including clubheads cast by the
Tijuana plant, and some clubheads produced by other clubhead manufacturers, are
polished and finished by the Company in its Mexicali facilities. The polishing
and finishing processes used by the Company are highly labor intensive. The
Company manufactures in Tijuana and Mexicali, Mexico pursuant to the
"maquiladora" duty-free program established by the Mexican and U.S. governments.
Such program enables the Company to take advantage of generally lower costs in
Mexico, without paying duty on inventory shipped into or out of Mexico or paying
certain Mexican taxes. The Company pays certain expenses of the Mexico
facilities in Mexican currency and thus is subject to fluctuations in currency
value. The Company does not have any exchange rate hedging arrangements to
protect against fluctuations in currency value. The Company is also subject to
other customary risks of doing business outside the United States. There can be
no assurance that the Mexican government will continue the "maquiladora" program
or that the Company will continue to be able to take advantage of the benefits
of the program. The loss of these benefits could have an adverse effect on the
Company's business. The Company believes that the North American Free Trade
Agreement has not had any adverse effect on its Mexican operations.

         HAZARDOUS WASTE. In the ordinary course of its manufacturing process,
the Company uses hazardous substances and generates hazardous waste. The Company
has no material liabilities as of December 31, 2000 under environmental laws and
regulations, and believes that its operations are in substantial compliance with
applicable laws and regulations. Nevertheless, no assurance can be given that
the Company will not encounter environmental problems or incur environmental
liabilities in the future which could adversely affect its business. See also
Item 1. Business - Discontinued Operations.

         DEPENDENCE ON DISCRETIONARY CONSUMER SPENDING. Sales of golf equipment
are dependent on discretionary spending by consumers, which may be adversely
affected by general economic conditions. A decrease in consumer spending on
premium-priced golf clubs could have an adverse effect on the Company's
business.

         SEASONALITY; FLUCTUATIONS IN OPERATING RESULTS. The Company's customers
have historically built inventory in anticipation of purchases by golfers in the
spring and summer, the principal selling season for golf equipment. The
Company's operating results have been impacted by seasonal demand for golf
clubs, which generally results in higher sales during the six month period that
include the second and third quarters. The timing of large new product orders
from customers and fluctuations in demand due to a sudden increase or decrease
in popularity of specific golf clubs have contributed to quarterly or other
periodic fluctuations. No assurance can be given, however, that these factors
will mitigate the impact of seasonality in the future.

         RELIANCE ON KEY PERSONNEL. The success of the Company is dependent upon
its senior management, and their ability to attract and retain qualified
personnel. The Company does not have any non-competition agreements with any of
its employees. There is no assurance that the Company will be able to retain its
existing senior management personnel or be able to attract additional qualified
personnel. In February 2001, the Company's Chairman and Chief Executive Officer
had successful heart valve replacement surgery. Following a period of
convalescence at home, the Chairman and Chief Executive Officer is expected to
return full time to his responsibilities with the Company.

         SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of common
stock of the Company in the public market or the perception that such sales
could occur may adversely affect prevailing market prices of such common stock.


                                       12
<PAGE>

         FLUCTUATIONS IN CALLAWAY GOLF COMPANY SHARES. The Company's common
stock value has from time to time fluctuated somewhat in relation to the share
value of the Callaway Golf Company. The prevailing market price of the Company's
common stock could be adversely impacted by a substantial fluctuation in the
market price of Callaway common stock.

         ADVERSE EFFECT OF INCREASED ENERGY COSTS. The Company has two
facilities located in Southern California which are experiencing increased
energy costs in electricity and natural gas. Depending on the severity of these
increased costs, the length of time the increased costs persist and the ability
of the Company to pass along these increased cost to its customers, the profits
of the Company may be adversely impacted.

         SHAREHOLDER RIGHTS PLAN COULD DISCOURAGE ACQUISITION PROPOSALS. The
Company's shareholder rights plan could make it more difficult for a third party
to acquire the Company, even if doing so would be beneficial to the Company's
shareholders. The shareholders rights plan is intended to encourage potential
acquirers to negotiate with the Company and allow the Company's board of
directors the opportunity to consider alternative proposals in the interest of
maximizing shareholder value. However, such provisions may also discourage
acquisition proposals or delay or prevent a change in control, which could harm
the price for the Company's common stock.


                                       13
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA.

         The following selected consolidated financial data should be read in
conjunction with the Company's consolidated financial statements and related
notes included elsewhere herein.

<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                           ---------------------------------------------------------------
                                                             2000           1999          1998         1997         1996
                                                             ----           ----          ----         ----         ----
                                                                       (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                                        <C>           <C>           <C>          <C>          <C>
Consolidated Statement of
   Income Data:
   Sales                                                   $ 141,371     $ 120,383     $ 144,560    $ 149,515    $148,257
   Gross profit                                               18,621        21,773        22,365       28,533      33,826
   Income from operations                                     11,969        14,355        11,971       17,776      24,454
Income from Continuing
   Operations Data:
   Income before income taxes                                 14,652        16,101        13,504       18,751      25,496
   Income taxes                                                5,903         6,582         5,672        7,875      10,430
   Income from continuing operations                           8,749         9,519         7,832       10,876      15,066
Income from Continuing Operations Per Share--
   Basic                                                      $ 1.15        $ 1.21        $ 0.91       $ 1.24      $ 1.72
                                                           =========     =========     =========    =========    ========
Income from Continuing Operations Per Share--
   Diluted                                                    $ 1.12        $ 1.20        $ 0.89       $ 1.22      $ 1.67
                                                           =========     =========     =========    =========    ========
Dividend Per Share                                             $5.00         $0.00         $0.00        $0.00       $0.00
                                                           =========     =========     =========    =========    ========
Weighted Average Shares Outstanding--Basic                     7,613         7,892         8,638        8,798       8,773
                                                           =========     =========     =========    =========    ========
Weighted Average Shares Outstanding--Diluted                   7,795         7,924         8,837        8,924       9,038
                                                           =========     =========     =========    =========    ========
</TABLE>


<TABLE>
<CAPTION>
                                                                       AS OF DECEMBER 31,
                                                  -----------------------------------------------------------------
                                                    2000          1999           1998          1997         1996
                                                    ----          ----           ----          ----         ----
                                                                         (IN THOUSANDS)
<S>                                               <C>            <C>           <C>           <C>          <C>
Consolidated Balance Sheet
   Data:
   Working Capital                                $ 27,640       $ 57,755      $ 46,717      $ 56,795     $ 44,800
   Total Assets                                     99,350         92,316        83,673        90,025       76,100
   Deferred compensation                               828            541           295         1,614          438
   Shareholders' equity                             52,739         83,290        77,142        78,391       66,487
</TABLE>


                                       14
<PAGE>

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

RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated operating
results expressed in thousands of dollars and as a percentage of sales.

<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                    --------------------------------------------------------------------------------
                                               2000                        1999                         1998
                                               ----                        ----                         ----
                                      AMOUNT          PERCENT      AMOUNT        PERCENT        AMOUNT        PERCENT
                                      ------          -------      ------        -------        ------        -------

<S>                                  <C>              <C>         <C>               <C>       <C>             <C>
Sales                                $ 141,371        100.0       $ 120,383         100.0     $ 144,560       100.0
Cost of sales                          122,750         86.8          98,610          81.9       122,195        84.5
Gross profit                            18,621         13.2          21,773          18.1        22,365        15.5
Selling, general
   and administrative                    6,652          4.7           7,418           6.2        10,394         7.2
Income from continuing
   operations                           11,969          8.5          14,355          11.9        11,971         8.3
Other income, net                        2,683          1.9           1,746           1.5         1,533         1.1
Income from continuing
   operations before
   income taxes                         14,652         10.4          16,101          13.4        13,504         9.3
</TABLE>



YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

         Sales increased $21.0 million, or 17%, to $141.4 million for 2000 from
$120.4 million for 1999. The increase in sales was mainly due to an 18% increase
in sales volume of clubheads. Titanium clubhead sales represented 45% and 42% of
total sales for 2000 and 1999, respectively. Sales to Callaway Golf Company,
represented 50% of total sales for 2000 compared to 47% in 1999. There is no
assurance that sales to Callaway will represent similar percentages of total
sales in the future.

         Gross profit decreased $3.2 million, or 15%, to $18.6 million for 2000
from $21.8 million for 1999. The gross profit margin decreased to 13% in 2000
from 18% in 1999. The decrease in gross margin was mainly due to a significant
decrease in sales of steel clubheads during the last half of 2000 and increased
costs. In addition, gross margins were impacted by new product start up problems
and high scrap rates during the fourth quarter of 2000.

         Selling, general and administrative expense decreased by $.7 million,
or 9%, to $6.7 million for 2000 from $7.4 million for 1999. The decrease in
selling, general and administrative expense was partially due to a decrease in
bad debt expense.

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

         Sales decreased $24.2 million, or 17%, to $120.4 million for 1999 from
$144.6 million for 1998. The decline in sales was due to an over 34% decrease in
sales volume of clubheads during the first half of 1999 partially offset by an
increase in clubhead sales in the second half of 1999. Titanium clubhead sales
represented approximately 42% and 41% of total sales for 1999 and 1998,
respectively. Sales to Callaway Golf Company, including sales to Odyssey Golf
after its acquisition by Callaway Golf Company in August 1997, represented 47%
of total sales for 1999 compared to 49% in 1998.

         Gross profit decreased $.6 million, or 3%, to $21.8 million for 1999
from $22.4 million for 1998. The gross profit margin increased to 18% in 1999
from 16% in 1998. The improvement in gross margin was due principally to


                                       15
<PAGE>

higher costs incurred in the last half of 1998 associated with inventory
write-downs, new products and the start up of the Tijuana plant.

         Selling, general and administrative expense decreased by $3.0 million,
or 29%, to $7.4 million for 1999 from $10.4 million for 1998. The decrease in
selling, general and administrative expense was due primarily to decreased
payroll and related expenses, legal expenses and life insurance expense
partially offset by an increase in deferred compensation expense principally
because the prior year included the forfeiture and curtailment of these benefits
which resulted in a large reduction in deferred compensation expense for the
year ended December 31, 1998.

DISCONTINUED OPERATIONS

         In 1993, the Company announced its decision to discontinue its
aerospace business. This business was substantially phased out in 1994. In
connection with the offering for sale of the Wallingford, Connecticut property,
the Company had an environmental assessment performed, which identified the
presence of certain chemicals associated with chlorinated solvents in
groundwater beneath a portion of the property. The Company conducted
investigations to determine the source and extent of the contamination. In
addition, the Company determined that certain of the contaminates were present
prior to its ownership and entered into a remediation cost sharing agreement
with the previous owner of the property. In August 1998, the Company sold the
Wallingford, Connecticut property, under an agreement which stipulates that the
Company and the previous owner bear the liability to remediate the property. The
Company incurred a loss on the sale of the property. The loss on sale of the
property plus the Company's share of the estimated remediation costs were not
adequately covered by the original reserve. As a result, the Company reported a
$.2 million loss from discontinued operations, net of income tax benefit, as
shown on the Consolidated Statements of Income.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash and cash equivalents position at December 31, 2000
was $52.2 million compared to $42.7 million on December 31, 1999, an increase of
$9.5 million. Net cash provided by operating activities was $14.3 million for
the year ended December 31, 2000. Net income of $8.7 million, depreciation and
amortization of $4.4 million, and a decrease in accounts receivables and
inventories of $1.9 million and $1.5 million, respectively, were partially
offset by an increase in prepaid expenses and other current assets of $1.5
million. Cash used in investing activities of $3.8 million consists primarily of
$3.7 million of capital expenditures. Net cash used in financing activities of
$1.1 million consists of repurchase of common stock of $5.5 million offset by
proceeds from stock option exercises net of related tax benefit of $4.4 million.

         The Company maintains an unsecured revolving line of credit which
allows the Company to borrow up to $5 million and which had no outstanding
balance at December 31, 2000. This line of credit, which expires on May 31,
2001, bears interest at the bank's prime rate or LIBOR plus 2%.

         On October 27, 2000, the Board of Directors of the Company declared an
extraordinary dividend of $5.00 per share payable on January 9, 2001 to
shareholders of record on December 19, 2000. On January 9, 2001, the Company
paid $38.2 million to shareholders of record on December 19, 2000. In addition,
the Board of Directors approved the adoption of a dividend policy pursuant to
which the Company intends to pay quarterly dividends. The amount of dividends
will depend upon the Company's financial position, results of operations and the
needs of the business. It is expected that the first quarterly dividend will be
paid in May 2001 and that the initial quarterly dividend rate will be $0.26 per
share.

         In December 1999, the Board of Directors authorized the repurchase of
an additional one million shares of Coastcast common stock from time to time in
the open market or negotiated transactions. For the year ended December 31,
2000, the Company purchased 375,658 shares at a cost of $5.5 million dollars,
completing the share repurchase


                                       16
<PAGE>

under the original authorization, with 788,842 shares remaining to be purchased
under the December 1999 authorization.

         The Company believes that its current cash position, the working
capital generated by future operations and the ability to borrow should be
adequate to meet its financing requirements for current operations and the
foreseeable future.

QUARTERLY INFORMATION AND SEASONALITY

         Set forth below is certain unaudited quarterly financial information.
The Company believes that all other necessary adjustments, consisting only of
normal recurring adjustments, have been included in the amounts stated below to
present fairly, and in accordance with accounting principles generally accepted
in the United States of America, the selected quarterly information when read in
conjunction with the consolidated financial statements included elsewhere
herein.


<TABLE>
<CAPTION>
                                                         YEAR ENDED                                   YEAR ENDED
                                                     DECEMBER 31, 2000                             DECEMBER 31, 1999
                                         -------------------------------------------- --------------------------------------------
                                            1ST         2ND        3RD         4TH        1ST        2ND         3RD        4TH
                                          QUARTER     QUARTER    QUARTER     QUARTER    QUARTER    QUARTER     QUARTER    QUARTER
                                          -------     -------    -------     -------    -------    -------     -------    -------
                                                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                       <C>        <C>        <C>         <C>        <C>         <C>        <C>        <C>

Sales                                     $37,230    $ 46,705   $ 32,539    $ 24,897   $ 27,091    $ 33,582   $ 31,957   $ 27,753
Gross profit (loss)                         6,481       8,838      3,390         (88)     5,849       7,636      3,776      4,512
Income (loss) before taxes                  5,075       7,052      2,751        (226)     3,976       5,796      2,603      3,726
Provision for income taxes                  2,123       2,920      1,155        (295)     1,670       2,434      1,032      1,446
Net income                                  2,952       4,132      1,596          69      2,306       3,362      1,571      2,280

Net income per share - basic                  .38         .54        .21         .01        .29         .43        .20        .29
Net income per share-diluted                  .38         .52        .21         .01        .29         .42        .20        .29
</TABLE>


         The Company's customers have historically built inventory in
anticipation of purchases by golfers in the spring and summer, the principal
selling season for golf equipment. The Company's operating results have been
impacted by seasonal demand for golf clubs, which generally results in higher
sales during the six month period that include the second and third quarters.
The timing of large new product orders from customers and fluctuations in demand
due to a sudden increase or decrease in popularity of specific golf clubs have
contributed to quarterly or other periodic fluctuations. No assurances can be
given, however, that these factors will mitigate the impact of seasonality.

BACKLOG

         As of December 31, 2000, the Company had a backlog of approximately
$23.1 million as compared to a backlog of approximately $34.5 million as of
December 31, 1999. The Company believes that its current backlog is scheduled to
be shipped in the ensuing four months. Although many of the Company's customers
release purchase orders months prior to the requested delivery date, these
orders are generally cancelable without penalty provided that no production has
commenced. If production has commenced, an order is cancelable upon payment of
the cost of production. Historically, the Company's backlog generally has been
the highest in the second and third quarters due principally to seasonal
factors. Backlog is not necessarily indicative of future operating results.

FORWARD LOOKING INFORMATION

This report and other reports of the Company contain or may contain certain
forward-looking statements and information that are based on beliefs of, and
information currently available to, the Company's management as well as
estimates and assumptions made by the Company's management. When used, the words
"anticipate," "believe," "estimate," "expect," "future," "intend," "plan" and
similar expressions as they relate to the Company or the Company's management,
are used to identify forward-looking statements. Such statements reflect the
current views of the Company with respect to future events and are subject to
certain risks, uncertainties and assumptions relating to the Company's


                                       17
<PAGE>

operations and results of operations, competitive factors and pricing pressures,
shifts in market demand, the performance and needs of the industries served by
the Company, the costs of product development and other risks and uncertainties,
including, in addition to any uncertainties specifically identified in the text
surrounding such statements, uncertainties with respect to changes or
developments in social, economic, business, industry, market, legal and
regulatory circumstances and conditions and actions taken or omitted to be taken
by third parties, including the Company's stockholders, customers, suppliers,
business partners, competitors, and legislative, regulatory, judicial and other
governmental authorities and officials. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may vary significantly from those anticipated, believed,
estimated, expected, intended or planned.

ITEM 7A. QUANTITATIVE AND QUALITATIVE MARKET RISK.

         Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The information, other than quarterly information, required by this
item is incorporated herein by reference to the consolidated financial
statements and supplementary data listed in Item 14 of Part IV of this Report.

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

         Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information required by this Item with respect to directors is
incorporated herein by reference to the information contained under the caption
"Nomination and Election of Directors" in the Proxy Statement relating to the
Annual Meeting of Shareholders to be held on June 20, 2001, which will be filed
with the Securities and Exchange Commission no later than 120 days after the
close of the year ended December 31, 2000. Information with respect to executive
officers is included in Part I of this Report. The information required by this
Item with respect to compliance with Section 16(a) of the Securities Exchange
Act of 1934 is incorporated herein by reference to the information contained
under the caption "Compliance with Section 16(a) of the Securities Exchange Act
of 1934" in the Proxy Statement relating to the Annual Meeting of Shareholders
to be held on June 20, 2001, which will be filed with the Securities and
Exchange Commission no later than 120 days after the close of the year ended
December 31, 2000.

ITEM 11. EXECUTIVE COMPENSATION.

         The information required by this Item is incorporated herein by
reference to the information contained under the caption "Executive Compensation
and Other Information" in the Proxy Statement relating to the Annual Meeting of
Shareholders to be held on June 20, 2001, which will be filed with the
Securities and Exchange Commission no later than 120 days after the close of the
year ended December 31, 2000.

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

         The information required by this Item is incorporated herein by
reference to the information contained under the captions "Voting Securities and
Principal Shareholders" and "Stock Ownership of Management" in the Proxy
Statement relating to the Annual Meeting of Shareholders to be held on June 20,
2001, which will be filed with the Securities and Exchange Commission no later
than 120 days after the close of the year ended December 31, 2000.


                                       18
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information required by this Item is incorporated herein by
reference to the information contained under the caption "Certain Transactions"
in the Proxy Statement relating to the Annual Meeting of Shareholders to be held
on June 20, 2001, which will be filed with the Securities and Exchange
Commission no later than 120 days after the close of the year ended December 31,
2000.


                                     PART IV

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

(a)(1)   LIST OF FINANCIAL STATEMENTS

         The consolidated financial statements listed in the accompanying Index
to Financial Statements and Schedules are filed as part of this Report.

(a)(2)   LIST OF FINANCIAL STATEMENT SCHEDULE

         The financial statement schedule listed in the accompanying Index to
Financial Statements and Schedule are filed as part of this Report.

(a)(3)   LIST OF EXHIBITS

         The exhibits listed in the accompanying Index to Exhibits are filed as
part of this Report.

(b)      REPORTS ON FORM 8-K

         On October 27, 2000, the Company filed a report on Form 8-K reporting
(a) the adoption of a shareholder rights plan by the Company, (b) the
declaration of an extraordinary cash dividend with respect to the shares of
common stock of the Company and (c) the adoption of a dividend policy by the
Company.


                                       19
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of 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 21, 2001                  COASTCAST CORPORATION



                                       By: /s/ HANS H. BUEHLER
                                           ------------------------------
                                           Hans H. Buehler,
                                           Chief Executive Officer

         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 indicated on March 21, 2001.

<TABLE>
<CAPTION>
          SIGNATURE                                      TITLE
          ---------                                      -----


<S>                                    <C>
/s/ HANS H. BUEHLER                    Chairman of the Board and Chief Executive
-----------------------------          Officer (Principal Executive Officer)
Hans H. Buehler


/s/ NORMAN FUJITAKI                    Chief Financial Officer and Secretary
-----------------------------          (Principal Financial and Accounting
Norman Fujitaki                        Officer)



/s/ ROBERT L. GATES                    Director
-----------------------------
Robert L. Gates


/s/ ROBERT H. GOON                     Director
-----------------------------
Robert H. Goon


/s/ EDWIN A. LEVY                      Director
-----------------------------
Edwin A. Levy

/s/ LEE E. MIKLES                      Director
-----------------------------
Lee E. Mikles


/s/ PAUL A. NOVELLY                    Director
-----------------------------
Paul A. Novelly
</TABLE>


                                       20
<PAGE>

                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>

CONSOLIDATED FINANCIAL STATEMENTS                                                               PAGE NUMBER
---------------------------------                                                               -----------
<S>                                                                                             <C>

Independent Auditors' Report                                                                         22

Consolidated Balance Sheets as of December 31, 2000 and 1999                                         23

Consolidated Statements of Income for the years ended December 31, 2000, 1999
      and 1998                                                                                       24

Consolidated Statements of Shareholders' Equity for the years ended December 31,
      1998, 1999 and 2000                                                                            25

Consolidated Statements of Cash Flows for the years ended December 31, 2000,
      1999 and 1998                                                                                  26

Notes to Consolidated Financial Statements                                                           27


SCHEDULES
---------

Independent Auditors' Report                                                                         38

Schedule II--Valuation and Qualifying Accounts for the years ended December 31,
      1998, 1999 and 2000                                                                            39
</TABLE>


                                       21
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Coastcast Corporation:

We have audited the accompanying consolidated balance sheets of Coastcast
Corporation and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Coastcast Corporation and
subsidiaries as of 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.

/s/  DELOITTE & TOUCHE LLP

Los Angeles, California
February 6, 2001


                                       22
<PAGE>

                              COASTCAST CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                 DECEMBER 31,
                                                                                   ------------------------------------------
                                                                                         2000                     1999
                                                                                   -----------------        -----------------
<S>                                                                                <C>                      <C>
                                   ASSETS
Current assets:
   Cash and cash equivalents                                                            $52,168,000             $ 42,740,000
   Trade accounts receivable, net of allowance for doubtful
     accounts of $200,000 and $500,000 at December 31, 2000
     and 1999, respectively (Note 13)                                                     7,298,000                9,179,000
   Inventories (Note 3)                                                                   9,538,000               11,059,000
   Prepaid income taxes                                                                   2,093,000                  336,000
   Prepaid expenses and other current assets                                              1,437,000                1,627,000
   Deferred income taxes (Note 8)                                                           889,000                1,207,000
                                                                                   -----------------        -----------------
       Total current assets                                                              73,423,000               66,148,000
Property, plant and equipment, net (Note 4)                                              23,434,000               24,170,000
Deferred income taxes (Note 8)                                                              960,000                  492,000
Investments                                                                                 953,000                  925,000
Other assets, net                                                                           580,000                  581,000
                                                                                   -----------------        -----------------
                                                                                       $ 99,350,000             $ 92,316,000
                                                                                   =================        =================
                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                                     $ 3,769,000              $ 4,949,000
   Dividend payable                                                                      38,209,000                        -
   Accrued liabilities (Note 6)                                                           3,805,000                3,536,000
                                                                                   -----------------        -----------------
       Total current liabilities                                                         45,783,000                8,485,000
Deferred compensation (Note 7)                                                              828,000                  541,000
                                                                                   -----------------        -----------------
       Total liabilities                                                                 46,611,000                9,026,000
Commitments and contingencies (Notes 2 and 10)
Shareholders' equity (Notes 9 and 11):
   Series A Preferred stock, no par value, 200,000 shares authorized;
      none issued and outstanding
   Preferred stock, no par value, 1,800,000 shares authorized;
      none issued and outstanding
   Common stock, no par value, 20,000,000 shares authorized;
      7,641,769 and 7,701,571 shares issued and outstanding as of
      December 31, 2000 and 1999, respectively                                           25,847,000               26,964,000
   Retained earnings                                                                     26,892,000               56,352,000
   Accumulated other comprehensive income (loss)                                                  -                  (26,000)
                                                                                  ------------------        -----------------
       Total shareholders' equity                                                        52,739,000               83,290,000
                                                                                  ------------------        -----------------
                                                                                        $99,350,000             $ 92,316,000
                                                                                  ==================        =================
</TABLE>


         See accompanying notes to consolidated financial statements.


                                       23
<PAGE>

                              COASTCAST CORPORATION

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                             YEARS ENDED DECEMBER 31,
                                                          ---------------------------------------------------------------
                                                                2000                  1999                    1998
                                                          -----------------     ------------------      -----------------
<S>                                                       <C>                   <C>                     <C>
Sales (Note 13)                                              $ 141,371,000          $ 120,383,000           $144,560,000
Cost of sales                                                  122,750,000             98,610,000            122,195,000
                                                          -----------------     ------------------      -----------------
Gross profit                                                    18,621,000             21,773,000             22,365,000
Selling, general and administrative                              6,652,000              7,418,000             10,394,000
                                                          -----------------     ------------------      -----------------
Income from operations                                          11,969,000             14,355,000             11,971,000
Other income, net                                                2,683,000              1,746,000              1,533,000
                                                          -----------------     ------------------      -----------------
Income before income taxes                                      14,652,000             16,101,000             13,504,000
Provision for income taxes (Note 8)                              5,903,000              6,582,000              5,672,000
                                                          -----------------     ------------------      -----------------
Income from continuing operations                                8,749,000              9,519,000              7,832,000
Loss from discontinued operations (net of
  income tax benefit of $113,000 -Note 2)                                -                      -               (157,000)
                                                          -----------------     ------------------      -----------------
Net income                                                     $ 8,749,000            $ 9,519,000             $7,675,000
                                                          =================     ==================      =================

NET INCOME PER SHARE (Note 12)
Income from continuing operations per share -
  basic                                                          $    1.15              $    1.21                $   .91
Discontinued operations per share - basic                                -                      -                   (.02)
                                                          -----------------     ------------------      -----------------
Net income per share - basic                                     $    1.15              $    1.21                $   .89
                                                          =================     ==================      =================
Weighted average shares outstanding                              7,613,357              7,892,360              8,637,724
                                                          =================     ==================      =================

Income from continuing operations per share -
  diluted                                                        $    1.12              $    1.20                $   .89
Discontinued operations per share - diluted                              -                      -                   (.02)
                                                          -----------------     ------------------      -----------------
Net income per share - diluted                                   $    1.12              $    1.20                $   .87
                                                          =================     ==================      =================
Diluted weighted average shares outstanding                      7,794,854              7,923,957              8,837,304
                                                          =================     ==================      =================
</TABLE>









          See accompanying notes to consolidated financial statements.


                                       24
<PAGE>

                              COASTCAST CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000

<TABLE>
<CAPTION>
                                                               COMMON STOCK
                                                   ----------------------------------
                                                     NUMBER OF
                                                       SHARES               AMOUNT
                                                   -------------        -------------
<S>                                                <C>                  <C>
BALANCE AT JANUARY 1, 1998                            8,849,005          $39,233,000
 Stock options exercised, including related
  income tax benefit (Note 11)                          205,199            3,184,000
 Director compensatory stock options                                         269,000
 Repurchase of common stock                          (1,064,800)         (12,377,000)
 Net income
                                                   -------------        -------------
BALANCE AT DECEMBER 31, 1998                          7,989,404           30,309,000
 Stock options exercised, including related
  income tax benefit (Note 11)                            4,667               48,000
 Repurchase of common stock                            (292,500)          (3,393,000)
 Unrealized loss on investments, net of
  income tax benefit of $19,000
 Net income
                                                   -------------        -------------
BALANCE AT DECEMBER 31, 1999                          7,701,571           26,964,000
 Stock options exercised, including related
  income tax benefit (Note 11)                          315,856            4,426,000
 Repurchase of common stock                            (375,658)          (5,543,000)
 Unrealized gain on investments, net of
  income tax expense of $19,000
 Cash dividend declared
 Net income
                                                   -------------        -------------
BALANCE AT DECEMBER 31, 2000                          7,641,769          $25,847,000
                                                   =============        =============

<CAPTION>
                                                                           OTHER
                                                     RETAINED           COMPREHENSIVE                             COMPREHENSIVE
                                                     EARNINGS              INCOME                TOTAL               INCOME
                                                   -------------        -------------        -------------        -------------
<S>                                                <C>                  <C>                  <C>                  <C>
BALANCE AT JANUARY 1, 1998                          $39,158,000                    -          $78,391,000           $        -
 Stock options exercised, including related
  income tax benefit (Note 11)                                                                  3,184,000
 Director compensatory stock options                                                              269,000
 Repurchase of common stock                                                                   (12,377,000)
 Net income                                           7,675,000                                 7,675,000            7,675,000
                                                   -------------        -------------        -------------        -------------
BALANCE AT DECEMBER 31, 1998                         46,833,000                    -           77,142,000           $7,675,000
                                                                                                                  =============
 Stock options exercised, including related
  income tax benefit (Note 11)                                                                     48,000
 Repurchase of common stock                                                                    (3,393,000)
 Unrealized loss on investments, net of
  income tax benefit of $19,000                                              (26,000)             (26,000)             (26,000)
 Net income                                           9,519,000                                 9,519,000            9,519,000
                                                   -------------        -------------        -------------        -------------
BALANCE AT DECEMBER 31, 1999                         56,352,000              (26,000)          83,290,000           $9,493,000
                                                                                                                  =============
 Stock options exercised, including related
  income tax benefit (Note 11)                                                                  4,426,000
 Repurchase of common stock                                                                    (5,543,000)
 Unrealized gain on investments, net of
  income tax expense of $19,000                                               26,000               26,000               26,000
 Cash dividend declared                             (38,209,000)                              (38,209,000)
 Net income                                           8,749,000                                 8,749,000            8,749,000
                                                   -------------        -------------        -------------        -------------
BALANCE AT DECEMBER 31, 2000                        $26,892,000          $         -          $52,739,000           $8,775,000
                                                   =============        =============        =============        =============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       25
<PAGE>

                              COASTCAST CORPORATION
                      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                                                      $ 8,749,000       $9,519,000       $7,675,000
  Adjustments to reconcile net income to net cash provided by
   operating activities:
   Depreciation and amortization                                    4,428,000        4,089,000        3,375,000
   Goodwill amortization                                               28,000           18,000                -
   Loss on disposal of machinery and equipment                         21,000           91,000        1,001,000
   Loss on investments                                                 50,000           20,000                -
   Change in accrual for disposal of aerospace business                     -                -         (701,000)
   Deferred compensation                                              287,000          246,000       (1,319,000)
   Deferred income taxes                                             (144,000)        (469,000)         660,000
   Non-employee director compensatory stock options                         -                -          269,000
   Changes in operating assets and liabilities:
     Trade accounts receivable                                      1,881,000       (1,621,000)       5,337,000
     Inventories                                                    1,521,000         (728,000)      10,882,000
     Prepaid expenses and other current assets                     (1,573,000)       4,331,000       (4,265,000)
     Accounts payable and accrued liabilities                        (911,000)       2,127,000       (3,784,000)
                                                                  ------------     ------------     ------------
      Net cash provided by operating activities                    14,337,000       17,623,000       19,130,000
                                                                  ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of property, plant and equipment                        (3,735,000)      (4,247,000)      (8,787,000)
  Proceeds from disposal of machinery and equipment                    22,000           80,000          687,000
  Surrender (purchase) of life insurance policies                           -        6,215,000       (2,686,000)
  Purchase of investments                                            (794,000)      (1,107,000)               -
  Sales/maturities of investments                                     742,000          136,000                -
  Purchase of business, net of cash acquired                                -         (233,000)               -
  Other assets                                                        (27,000)          67,000          213,000
                                                                  ------------     ------------     ------------
      Net cash (used in) provided by investing activities          (3,792,000)         911,000      (10,573,000)
                                                                  ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from issuance of common stock upon exercise of
   options net of related tax benefit                               4,426,000           48,000        3,184,000
  Repurchase of common stock                                       (5,543,000)      (3,393,000)     (12,377,000)
                                                                  ------------     ------------     ------------
      Net cash used in financing activities                        (1,117,000)      (3,345,000)      (9,193,000)
                                                                  ------------     ------------     ------------

  NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              9,428,000       15,189,000         (636,000)
  CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                   42,740,000       27,551,000       28,187,000
                                                                  ------------     ------------     ------------
  CASH AND CASH EQUIVALENTS AT END OF YEAR                        $52,168,000      $42,740,000      $27,551,000
                                                                  ============     ============     ============

  SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid during year for income taxes                         $ 7,234,000      $ 3,436,000      $ 8,546,000
                                                                  ============     ============     ============

  NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Cash dividend declared                                         $38,209,000      $         -      $        -
                                                                  ============     ============     ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       26
<PAGE>

                              COASTCAST CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION--The accompanying consolidated financial
statements include the accounts of Coastcast Corporation (the "Company") and its
wholly owned subsidiaries. All material intercompany transactions have been
eliminated in consolidation.

         ORGANIZATION AND OPERATIONS--Coastcast Corporation is incorporated
under the laws of the State of California. The Company principal business is the
production of investment-cast golf clubheads, and precision investment castings
and related engineering for the medical industry. The Company sells its products
to customers of varying strength and financial resources, principally located in
the United States. The Company has three wholly-owned subsidiaries, two are
incorporated under the laws of the Mexican maquiladora program and their
principal activities are the production of golf clubheads, and the other is
incorporated in the State of California and manufactures aluminum compressor
wheels.

         USE OF ESTIMATES--The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires the Company's 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.

         DISCONTINUED OPERATIONS--The Company has historically manufactured
investment-cast aerospace and other industrial products in addition to golf
clubheads and orthopedic implant products. In October 1993, the Company
announced its decision to discontinue its aerospace business, and as of June
1994, had essentially phased out this business (See Note 2).

         REVENUE RECOGNITION--Revenue is recognized when goods are shipped to
the customer.

         CASH EQUIVALENTS--Cash equivalents consist of short-term investments
with original maturities of three months or less.

         CONCENTRATION OF CREDIT RISK--The Company's financial instruments that
are exposed to credit risk consist primarily of accounts receivable. The Company
grants credit to substantially all of its customers, performs ongoing credit
evaluations of its customers' financial condition and maintains an allowance for
potential credit losses. See also Note 13.

         INVENTORIES--Inventories are stated at the lower of cost (determined on
a first-in, first-out basis) or market.

         PROPERTY, PLANT AND EQUIPMENT--Property, plant and equipment are stated
at cost. Depreciation and amortization are provided using primarily the
straight-line method over the estimated useful lives of the related assets as
follows:

<TABLE>
             <S>                                             <C>
             Building and improvements                       5-31 years
             Machinery and equipment                          5-7 years
             Transportation                                   5-7 years
             Furniture, fixtures and computers                3-7 years
</TABLE>


                                       27
<PAGE>

         IMPAIRMENT OF LONG-LIVED ASSETS--The Company reviews long-lived assets
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. If the sum of expected
future cash flows (undiscounted and without interest charges) is less than the
carrying amount of an asset, an impairment loss is recognized.

         INVESTMENTS-- Investments are included in an irrevocable rabbi trust
and are considered available for sale and carried at fair value. Fair value for
fixed-maturity investments and equity securities is based on quoted market
prices. Unrealized appreciation or depreciation on fixed-maturity investments
and equity securities is included in accumulated other comprehensive income
(loss). Gains and losses on sales of investments are computed on the specific
identification method and are reflected in other income, net.

         INCOME TAXES--Deferred income taxes are recognized based on differences
between the financial statement and tax basis of assets and liabilities using
presently enacted tax rates (see Note 8).

         EARNINGS PER SHARE--Basic net income per share is based on the weighted
average number of shares of common stock outstanding. Diluted net income per
share is based on the weighted average number of shares of common stock
outstanding and dilutive potential common shares from stock options (using the
treasury stock method).

         FAIR VALUE OF FINANCIAL INSTRUMENTS--The carrying amounts of cash and
cash equivalents, accounts receivable and accounts payable approximate fair
value because of the short maturities of these instruments.

         RECLASSIFICATIONS --Certain prior year balances have been reclassified
to reflect the current year presentation.

         ACCOUNTING PRONOUNCEMENT - Statement of Financial Accounting Standards
(SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, is
effective for all fiscal years beginning after June 15, 2000. SFAS 133, as
amended, establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts and for hedging activities. Under SFAS 133, certain contracts that
were not formerly considered derivatives may now meet the definition of a
derivative. The Company will adopt SFAS 133 effective January 1, 2001.
Management does not expect the adoption of SFAS 133 to have a significant impact
on the financial position, results of operations, or cash flows of the Company.

2.  DISCONTINUED OPERATIONS

         The plan adopted in 1993 to phase out the aerospace business was
substantially completed in 1994. In connection with the offering for sale of the
Wallingford, Connecticut property, the Company had an environmental assessment
performed, which identified the presence of certain chemicals associated with
chlorinated solvents in groundwater beneath a portion of the property. The
Company conducted investigations to determine the source and extent of the
contamination. In addition, the Company determined that certain of the
contaminates were present prior to its ownership and entered into a remediation
cost sharing agreement with the previous owner of the property. In August 1998,
the Company sold the Wallingford, Connecticut property, under an agreement which
stipulates that the Company and the previous owner bear the liability to
remediate the property. The Company incurred a loss on the sale of the property.
The loss on sale of the property plus the Company's share of the estimated
remediation costs were not adequately covered by the original reserve. As a
result, the Company reported a $157,000 loss from discontinued operations, net
of income tax benefit, as shown on the Consolidated Statements of Income.


                                       28
<PAGE>

3.  INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                                              DECEMBER 31,
                                                                               --------------------------------------------
                                                                                      2000                     1999
                                                                               -------------------      -------------------
<S>                                                                            <C>                      <C>
                 Raw materials and supplies                                          $  3,854,000              $ 4,771,000
                 Tooling                                                                  268,000                  165,000
                 Work-in-process                                                        5,038,000                5,698,000
                 Finished goods                                                           378,000                  425,000
                                                                               -------------------      -------------------
                                                                                      $ 9,538,000             $ 11,059,000
                                                                               ===================      ===================
</TABLE>

         Included above are costs incurred for the production of tooling which
is subsequently sold to customers upon acceptance of the first production unit.

4.  PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                               ---------------------------------------------
                                                                                      2000                      1999
                                                                               --------------------      -------------------
<S>                                                                            <C>                       <C>
                 Land                                                                 $  2,186,000             $  2,186,000
                 Buildings and improvements                                             11,252,000               10,517,000
                 Machinery and equipment                                                31,560,000               29,115,000
                 Transportation                                                          2,526,000                2,436,000
                 Furniture, fixtures and computers                                       3,972,000                3,659,000
                                                                               --------------------      -------------------
                                                                                        51,496,000               47,913,000
                 Less accumulated depreciation and amortization                         28,062,000               23,743,000
                                                                               --------------------      -------------------
                                                                                     $  23,434,000            $  24,170,000
                                                                               ====================      ===================
</TABLE>

         Depreciation and amortization expense for 2000, 1999 and 1998 was
$4,428,000, $4,089,000 and $3,375,000, respectively.

5.  SHORT-TERM BORROWINGS

         The Company maintains an unsecured revolving line of credit which
allows the Company to borrow up to $5,000,000 and which had no outstanding
balance at December 31, 2000 and 1999. This line of credit, which expires on May
31, 2001, bears interest at the bank's prime rate or LIBOR plus 2%.


                                       29
<PAGE>

6.  ACCRUED LIABILITIES

         Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                                                DECEMBER 31,
                                                                               -----------------------------------------------
                                                                                       2000                      1999
                                                                               ---------------------      --------------------
<S>                                                                            <C>                        <C>
                 Accrued payroll and related expenses                                 $   1,460,000              $  1,533,000
                 Accrued vacation                                                         1,077,000                   931,000
                 Accrued insurance                                                          717,000                   504,000
                 Other accrued expenses                                                     551,000                   568,000
                                                                               ---------------------      --------------------
                                                                                      $   3,805,000              $  3,536,000
                                                                               =====================      ====================
</TABLE>

7.  RETIREMENT PLANS

         The Company has a defined benefit plan which covers substantially all
of its hourly union employees. The plan provides for a monthly benefit payable
for the participant's lifetime commencing the first day of the month following
the attainment of age sixty-five in an amount equal to $9.50 to $10.85
multiplied by the participant's credited service.


                                       30
<PAGE>

         The following table sets forth the plan's change in benefit obligation,
change in plan assets and components of net pension cost:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                        ----------------------------------------------------------
                                                               2000                1999                1998
                                                        -----------------   -----------------    -----------------
<S>                                                     <C>                 <C>                  <C>
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year                 $      2,154,000    $      2,280,000
Service cost                                                      55,000              48,000
Interest cost                                                    146,000             140,000
Actuarial loss (gain) from change in assumptions                  28,000            (207,000)
Actuarial loss                                                        -               39,000
Increase in plan benefits                                         40,000                  -
Benefits paid                                                   (136,000)           (146,000)
                                                        -----------------   -----------------
Benefit obligation at end of year                              2,287,000           2,154,000
                                                        =================   =================

CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year                 2,207,000           2,239,000
Actual return on plan assets                                      85,000             114,000
Benefits paid                                                   (136,000)           (146,000)
                                                        -----------------   -----------------
Fair value of plan assets at end of year                       2,156,000           2,207,000
                                                        =================   =================

Funded status                                                   (131,000)             53,000
Unrecognized actuarial loss (gain)                                63,000             (29,000)
Unrecognized prior service cost                                  117,000              84,000
Unrecognized transition obligation                               (70,000)            (96,000)
                                                        -----------------   -----------------
(Accrued) prepaid benefit cost                          $       (21,000)    $         12,000
                                                        =================   =================

COMPONENTS OF NET PENSION COST:
Service cost                                            $         55,000    $         48,000     $         75,000
Interest cost                                                    146,000             140,000              139,000
Return on plan assets                                            (85,000)           (114,000)            (115,000)
Amortization and deferral                                        (83,000)            (56,000)             (44,000)
                                                        -----------------   -----------------    -----------------
Net pension cost                                        $         33,000    $         18,000     $         55,000
                                                        =================   =================    =================
</TABLE>


         The weighted-average discount rate used in determining the actuarial
present value of the projected benefit obligation was 7% in both 2000 and 1999.
The expected long-term rate of return on assets was 7% for both 2000 and 1999.

         Effective January 1, 1996, the Company adopted a retirement savings
plan (the "401(k) Plan") pursuant to which all U.S. employees who satisfy the
age and service requirements under the plan and who are not covered by
collective bargaining agreements may defer compensation for income tax purposes
under section 401(k) of the Internal Revenue Code of 1986. Participants may
contribute up to 15% of their compensation up to the maximum permitted under
federal law. The Company is obligated to contribute annually an amount equal to
25% of each participant's contribution up to 6% of that participant's annual
compensation. In accordance with the provisions of the 401(k) Plan, the Company
matched employee contributions in the amount of $112,000, $93,000 and $108,000
during 2000, 1999 and 1998, respectively.

         On September 1, 1996, the Company adopted a supplemental executive
retirement plan (the "SERP") for certain key employees. Benefits generally
accrued at a rate of 7% of final average salary per year of participation in the


                                       31
<PAGE>

plan, up to 10 years. In general, participants in the plan only become fully
vested with respect to their accrued benefits upon completion of 5 years of plan
participation. The benefits under this plan were frozen effective December 31,
1997, except for the Chairman and Chief Executive Officer who voluntarily
relinquished all of his rights under this plan. An amended and restated
supplemental executive retirement plan was approved effective January 1, 1998.
The amended plan revises the benefit formula for participants and provides
additional flexibility with respect to funding. Under the amended plan, benefits
generally accrues ratably over 25 years of service at 2% per year (up to a
maximum of 25 years of service) with the actual benefit being dependent on years
of service with Company subject to the social security offset.

         The following table sets forth the plan's change in benefit obligation,
change in plan assets and components of net pension cost:

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,
                                                        -------------------------------------------------------------
                                                              2000                 1999                  1998
                                                        -----------------    ------------------   -------------------
<S>                                                     <C>                  <C>                  <C>
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year                       $1,351,000            $1,459,000
Service cost                                                     134,000                94,000
Interest cost                                                     94,000                83,000
Actuarial gain from change in assumptions                             -               (162,000)
Amendment                                                             -                  7,000
Actuarial gain                                                  (336,000)             (130,000)
                                                        -----------------    ------------------
Benefit obligation at end of year                              1,243,000             1,351,000
                                                        =================    ==================

CHANGE IN PLAN ASSETS:                                                -                     -
                                                        =================    ==================

Funded status                                                 (1,243,000)           (1,351,000)
Unrecognized actuarial loss                                     (187,000)              191,000
Unrecognized prior service cost                                  184,000               162,000
Unrecognized transition obligation                               418,000               457,000
                                                        -----------------    ------------------
Accrued benefit cost                                           $(828,000)            $(541,000)
                                                        =================    ==================

COMPONENTS OF NET PENSION COST:
Service cost                                                    $134,000               $94,000               $81,000
Interest cost                                                     94,000                83,000                83,000
Amortization and deferral                                         59,000                69,000                74,000
Curtailment/forfeitures                                               -                     -             (1,807,000)
1996 amortized expense                                                -                     -                250,000
                                                        -----------------    ------------------   -------------------
Net pension cost (income)                                       $287,000              $246,000           $(1,319,000)
                                                        =================    ==================   ===================
</TABLE>


         The weighted average discount rate used in determining the actuarial
present value of the projected benefit obligation was 7.0% for both 2000 and
1999. To fund this plan, the Company prior to December 31, 1998 purchased
whole-life insurance contracts on certain participants. All the whole-life
insurance contracts were surrendered for cash during 1999. A portion of the cash
received from the surrender of the contracts is invested in marketable
securities in an irrevocable rabbi trust and is presented as an asset of the
Company in the accompanying consolidated balance sheets.

         The Company does not provide any other post-retirement benefits to its
employees.


                                       32
<PAGE>

8.  INCOME TAXES

         The provision for income taxes is as follows:

<TABLE>
<CAPTION>
                                                                          YEARS ENDED DECEMBER 31,
                                                        ------------------------------------------------------------
                                                                2000                 1999                1998
                                                        ------------------   -------------------  ------------------
<S>                                                     <C>                  <C>                  <C>
Current:
      Federal                                           $       4,159,000    $        5,553,000   $       3,675,000
      State                                                       949,000             1,173,000             753,000
      Foreign                                                     958,000               306,000             251,000
                                                        ------------------   -------------------  ------------------
                                                                6,066,000             7,032,000           4,679,000
                                                        ------------------   -------------------  ------------------
Deferred:
      Federal                                                     (74,000)             (377,000)            844,000
      State                                                       (29,000)              (73,000)            149,000
      Foreign                                                     (60,000)                    -                   -
                                                        ------------------   -------------------  ------------------
                                                                 (163,000)             (450,000)            993,000
                                                        ------------------   -------------------  ------------------
                                                        $       5,903,000    $        6,582,000   $       5,672,000
                                                        ==================   ===================  ==================
</TABLE>



         The actual provision on income before income taxes differs from the
statutory federal income tax rate due to the following:

<TABLE>
<CAPTION>
                                                                            YEARS ENDED DECEMBER 31,
                                                             -------------------------------------------------------
                                                                   2000                1999               1998
                                                             ----------------   -----------------   ----------------
<S>                                                          <C>                <C>                 <C>
Federal income taxes at the statutory rate                   $     5,128,000    $      5,635,000    $     4,726,000
State income taxes, net of federal benefit                           650,000             735,000            618,000
California investment tax credit                                     (95,000)            (18,000)           (67,000)
Other items                                                          220,000             230,000            395,000
                                                             ----------------   -----------------   ----------------
                                                             $     5,903,000    $      6,582,000    $     5,672,000
                                                             ================   =================   ================
</TABLE>


         The tax effects of items comprising the Company's net deferred income
tax asset are as follows:





<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                             ------------------------------------
                                                                   2000                1999
                                                             ----------------   -----------------
<S>                                                          <C>                <C>
        Allowance for doubtful accounts                      $        84,000    $        210,000
        Deferred compensation                                        346,000             227,000
        Accrued expenses                                             505,000             562,000
        Inventory reserve                                            437,000             575,000
        State income taxes                                           199,000             309,000
        Depreciation                                                 445,000              23,000
        Other items                                                 (167,000)           (201,000)
                                                             ----------------   -----------------
                                                             $     1,849,000    $      1,705,000
                                                             ================   =================
</TABLE>


                                       33
<PAGE>

9.  SHAREHOLDERS' RIGHTS PLAN

         On October 27, 2000, the Board of Directors approved the adoption of a
Shareholders' Rights Plan (the Plan). In connection with the Plan, preferred
stock purchase rights were distributed as a dividend at the rate of one right
for each share of common stock. In general, the rights will not be exercisable
or transferable apart from the common stock, unless a person or group (i)
acquires beneficial ownership of 15% or more of the outstanding common stock, or
(ii) commences a tender offer or commences or files a registration statement
with respect to an exchange offer, to acquire beneficial ownership of 15% or
more of the outstanding stock. When exercisable, each right will entitle the
holder to buy at a $75 exercise price (the "Exercise Price") 1/100th of a share
of Series A Preferred Stock of the Company. Following an event described in (i)
or (ii) above, each right will entitle the holder to purchase from the Company,
at the Exercise Price, common stock (or under certain circumstances, other
securities or assets of the Company) having a value of twice the Exercise Price.
Further, if after the rights become exercisable the Company or a majority of its
assets or earning power are acquired by merger or otherwise, each right will
thereafter represent the right to purchase that number of shares of the
surviving corporation or (in certain circumstances) its parent having a market
value of twice the Exercise Price. In general, no acquiring person, nor the
person or group whose purchase transaction or tender or exchange offer triggers
the exercisability of the rights, nor any of that person or group's transferees
may exercise rights held by them.

         At any time prior to the 10th day following an event described in (i)
or (ii) above, the Board of Directors may redeem all outstanding rights at a
price of $.01 per right, and may amend the Plan and the rights in any and all
respects. The rights will expire at the earlier date of their redemption or
October 27, 2010.

10. COMMITMENTS

         OPERATING LEASES--The Company leases certain facilities under various
operating leases with terms ranging from five to ten years. The leases contain
renewal options for additional five or ten year periods which have not been
included in the rental commitment schedule below. In general, these leases
provide for payment of property taxes, maintenance and insurance by the Company
and include rental increases based on the Consumer Price Index.

         The future minimum lease payments required under these leases as of
December 31, 2000 are as follows:

<TABLE>
<CAPTION>
         YEAR ENDING
         DECEMBER 31,
         --------------------------------------------------------------
         <S>                                               <C>
         2001                                              $ 1,806,000
         2002                                                1,800,000
         2003                                                1,675,000
         2004                                                  839,000
         2005                                                  839,000
         Thereafter                                          1,738,000
                                                     ------------------
                                                           $ 8,697,000
                                                     ==================
</TABLE>

         Rent expense for 2000, 1999 and 1998 was approximately $1,816,000,
$1,710,000 and $1,669,000, respectively.



11. STOCK OPTION PLANS

         Under the Company's 1996 Amended and Restated Employee Stock Option
Plan ("1996 Employee Stock Option Plan"), a maximum of 1,950,000 shares of
common stock may be issued pursuant to exercise of options granted


                                       34
<PAGE>

to officers and key employees under the plan. Options may be granted under the
plan at prices which are equal to or greater than the fair market value of the
shares at the date of grant. The options become exercisable over a period of
time as determined by the Board of Directors or a committee of directors and
generally expire ten years from the date of grant or earlier following
termination of employment. As of December 31, 2000, an aggregate of 858,549
shares had been purchased pursuant to the exercise of options granted under the
plan, options to purchase an aggregate of 570,583 shares were outstanding
(including options which were then exercisable to purchase 384,273 shares), and
520,868 shares were available for additional grants of options under the plan.

         Under the Company's 1995 Amended and Restated Non-Employee Director
Stock Option Plan ("1995 Director Stock Option Plan"), a maximum of 200,000
shares of common stock may be issued pursuant to exercise of options granted
under the plan to certain non-employee directors. Options are granted under the
plan at prices equal to the fair market value of the shares at the date of
grant. The options generally become exercisable over a three-year period of time
and expire at the earlier of one year after the optionee ceases to be a director
or ten years from the date of grant. As of December 31, 2000, an aggregate of
86,666 shares had been purchased pursuant to the exercise of options granted
under the plan and options to purchase an aggregate of 113,334 shares were
outstanding (including options which were then exercisable to purchase 76,665
shares).

         The following summarizes the Company's stock option activity under all
arrangements for the three years ended December 31, 2000:

<TABLE>
<CAPTION>
                                                                                      WEIGHTED
                                                                                      AVERAGE
                                                                                      EXERCISE
                                                                     NUMBER            PRICE
                                                                ---------------    ---------------
<S>                                                             <C>                <C>
Balance, January 1, 1998                                             1,213,513             $13.57
      Granted                                                          530,230              14.68
      Forfeited                                                       (454,727)             15.36
      Exercised                                                       (205,199)             11.57
                                                                ---------------    ---------------
Balance, December 31, 1998                                           1,083,817             $13.75
      Granted                                                          111,950              11.33
      Forfeited                                                       (179,944)             12.92
      Exercised                                                         (4,667)             10.25
                                                                ---------------    ---------------
Balance, December 31, 1999                                           1,011,156             $13.86
      Granted                                                           54,500              15.41
      Forfeited                                                        (35,883)             14.52
      Exercised                                                       (315,856)             12.13
                                                                ---------------    ---------------
Balance, December 31, 2000                                             713,917             $14.70
                                                                ===============    ===============
</TABLE>


                                       35
<PAGE>

         The following table summarizes information about stock options
outstanding at December 31, 2000:

<TABLE>
<CAPTION>
                                                 WEIGHTED            WEIGHTED                                  WEIGHTED
                            NUMBER               AVERAGE              AVERAGE             NUMBER               AVERAGE
     RANGE OF            OUTSTANDING            REMAINING            EXERCISE           EXERCISABLE            EXERCISE
 EXERCISE PRICES         AT 12/31/00         CONTRACTUAL LIFE          PRICE            AT 12/31/00             PRICE
-------------------    -----------------    -------------------    --------------    ------------------    -----------------
<S>                    <C>                  <C>                    <C>               <C>                   <C>
$7.31 - 10.00                    62,041            7.5             $        8.04                37,873     $           8.21
10.38 - 13.63                   181,460            6.8                     13.05               111,455                12.97
14.13                           324,452            5.5                     14.13               264,569                14.13
14.50 - 22.25                   105,964            7.7                     18.27                37,041                21.83
27.00 - 30.00                    40,000            4.9                     27.75                40,000                27.75
                       -----------------    -------------------    --------------    ------------------    -----------------
$7.31 - 30.00                   713,917            6.3             $       14.70               490,938     $          15.10
                       =================    ===================    ==============    ==================    =================
</TABLE>

         The Company applies Accounting Principles Board Opinion No. 25 and
related interpretations in accounting for its stock option plans. Accordingly,
no compensation expense has been recognized for options granted under its 1996
Employee Stock Option Plan or its 1995 Director Stock Option Plan, except for
stock options granted to directors on December 13, 1995, which were subject to
approval and subsequently approved by shareholders on June 12, 1996. Had
compensation cost for the Company's stock option plans been determined based on
the fair value at the grant dates for awards under those plans consistent with
the method of SFAS No. 123, the Company's net income and earnings per share
would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                                  YEARS ENDED DECEMBER 31,
                                                               ----------------------------------------------------------------
                                                                     2000                    1999                  1998
                                                               ------------------      -----------------     ------------------
<S>                                       <C>                  <C>                     <C>                   <C>
Net income:                               As reported                $ 8,749,000            $ 9,519,000            $ 7,675,000
                                          Pro forma                    8,368,000              9,184,000              6,869,000

Net income per share - basic:             As reported                $     1 .15            $      1.21            $       .89
                                          Pro forma                  $     1 .10            $      1.16            $       .80

Net income per share - diluted:           As reported                $      1.12            $      1.20            $       .87
                                          Pro forma                  $      1.06            $      1.14            $       .76
</TABLE>


         The fair value of each stock option grant is estimated on the date of
grant using the Black-Scholes option pricing model. The following
weighted-average assumptions were used in 2000, 1999 and 1998, respectively:
dividend yield of 6.8%, 0% and 0%, expected volatility of 64.0%, 67.0% and
71.8%, risk-free interest rate of 6.3%, 5.7% and 4.3%, and expected term of 4.0,
4.0 and 4.0 years. The weighted average fair value per share of options granted
in 2000, 1999 and 1998 was $5.54, $5.86 and $8.33, respectively.


                                       36
<PAGE>

12. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                                          2000                 1999                1998
                                                                    ------------------   -----------------   ------------------
<S>                                                                 <C>                  <C>                 <C>
Numerator:
     Net income                                                            $8,749,000          $9,519,000           $7,675,000
                                                                    ------------------   -----------------   ------------------
         Numerator for basic and diluted earnings per share--
            income available to common stockholders                         8,749,000           9,519,000            7,675,000

Denominator:
         Denominator for basic earnings per share--
            weighted-average shares                                         7,613,357           7,892,360            8,637,724

     Effect of dilutive securities:
            Stock options                                                     181,497              31,597              199,580
                                                                    ------------------   -----------------   ------------------
         Denominator for diluted earnings per share--
            adjusted weighted-average shares and
            assumed conversions                                             7,794,854           7,923,957            8,837,304
                                                                    ==================   =================   ==================

Basic earnings per share                                                        $1.15               $1.21                $0.89
                                                                    ==================   =================   ==================

Diluted earnings per share                                                      $1.12               $1.20                $0.87
                                                                    ==================   =================   ==================
</TABLE>


         The anti-dilutive options as of December 31, 2000, 1999 and 1998 were
95,930, 758,639 and 1,023,817, respectively.

13. BUSINESS SEGMENTS

         The Company is engaged principally in the business of manufacturing
precision investment-cast titanium and stainless steel golf clubheads,
representing 91%, 91% and 93% of sales for the years ended December 31, 2000,
1999 and 1998, respectively. The Company has determined that it has one
reportable business segment.

         The Company derived 50% and 26% of sales from its two top customers in
2000, 47% and 25% and 12% of sales from its three top customers in 1999,and 49%,
22% and 14% of sales from its three top customers in 1998.

14.      SUBSEQUENT EVENT

         On October 27, 2000, the Board of Directors of the Company declared an
extraordinary dividend of $5.00 per share payable on January 9, 2001. The
ex-dividend date set by the New York Stock Exchange was January 10, 2001. In
January 2001 and prior to the ex-dividend date of January 10, 2001, 34,273 stock
options were exercised. The options exercised prior to the ex-dividend date were
entitled to the $5.00 per share dividend equal to $171,365. The $171,365 was not
reflected in the consolidated balance sheet as of December 31, 2000.


                                       37
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Coastcast Corporation:

We have audited the consolidated financial statements of Coastcast Corporation
and subsidiaries as of December 31, 2000 and 1999, and for each of the three
years in the period ended December 31, 2000, and have issued our report thereon
dated February 6, 2001; such report is included elsewhere in this Annual Report
on Form 10-K. Our audits also included the financial statement schedule of
Coastcast Corporation, listed in Item 14(a)(2). This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

/s/  DELOITTE & TOUCHE LLP

Los Angeles, California
February 6, 2001


                                       38
<PAGE>

                             COASTCAST CORPORATION

                  SCHEDULE EVALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>
                                                                        (CHARGED)/
                                                        BALANCE AT      CREDITED TO     CHARGED TO                      BALANCED
                                                        BEGINNING       COST AND        OTHER                           AT END
        CLASSIFICATION                                  OF PERIOD       EXPENSES        ACCOUNTS        DEDUCTIONS      OF PERIOD
        --------------                                  ----------      -----------     ---------       ----------      ---------
<S>                                                     <C>             <C>             <C>             <C>             <C>

Allowance for doubtful accounts:
        Year ended December 31, 1998                    (500,000)       (100,000)                                       (600,000)
        Year ended December 31, 1999                    (600,000)        100,000                                        (500,000)
        Year ended December 31, 2000                    (500,000)        300,000                                        (200,000)

</TABLE>


                                       39
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                     SEQUENTIALLY
    EXHIBIT                                                                            NUMBERED
    NUMBER                             DESCRIPTION                                       PAGE
<S>               <C>                                                                <C>
3.1.1             Articles of Incorporation of the Company, as amended(1)

3.1.2             Certificate of Amendment of Articles of Incorporation filed
                  with the California Secretary of State on December 6, 1993(1)

3.2               Bylaws of the Company(1)

3.3               Certificate of Determination Series A Preferred Stock(13)

3.4               Rights Agreement, dated October 27, 2000 between the Company
                  and ChaseMellon Shareholder Services, L.L.C., as Rights Agent(14)

4                 Specimen Stock Certificate of the Company(1)

10.1*             1993 Amended and Restated Employee Stock Option Plan
                  ("Employee Plan")(1)

10.2*             1996 Amended and Restated Employee Stock Option Plan
                  ("Employee Plan")(4)

10.3*             Non-Employee Director Stock Option Plan ("Director Plan"),
                  together with form of notice of grant and grant summary(1)

10.4*             1995 Amended and Restated Non-Employee Director Stock Option
                  Plan ("Director Plan"), together with form of notice of grant
                  and grant summary(1)

10.5              Agreement, dated June 12, 2000, between the Company and United
                  Steelworkers of America(12)


10.6              Lease Agreement, dated December 16, 1998, between Coastcast
                  Corporation, S.A. and Parque Industrial Mexicali, S.A. de C.V.
                  for the facilities known as Mercurio #70 in Mexicali, Mexico(7)

10.7              Lease Agreement, dated December 16, 1998, between Coastcast
                  Corporation, S.A. and Parque Industrial Mexicali, S.A. de C.V.
                  for the facilities known as Avenue Galaxia #50 in Mexicali,
                  Mexico(7)

10.8              Lease Agreement, dated December 16, 1998, between Coastcast
                  Corporation, S.A. and Parque Industrial Mexicali, S.A. de C.V.
                  for the facilities known as Mercurio #30 in Mexicali, Mexico(7)

10.9              Lease Agreement, dated December 10, 1999, between Coastcast
                  Corporation, S.A. and Parque Industrial Mexicali, S.A. de C.V.
                  for the facilities known as Calle Marte #162 in Mexicali,
                  Mexico(10)

10.10             Guaranty, dated January 26, 1999, by the Company for the lease
                  of the Mexicali, Mexico facilities known as Mercurio #70(7)
</TABLE>


                                       40
<PAGE>


<TABLE>
<S>               <C>                                                                <C>
10.11             Guaranty, dated January 26, 1999, by the Company for the lease
                  of the Mexicali, Mexico facilities known as Avenue Galaxia #50(7)

10.12             Guaranty, dated January 26, 1999, by the Company for the lease
                  of the Mexicali, Mexico facilities known as Mercurio #30(7)

10.13             Guaranty, dated December 10, 1999, by the Company for the
                  lease, dated December 10, 1999(10)

10.14             Lease Agreement, dated September 1, 1997, between the Company
                  and Watson Land Company for the facilities in Rancho
                  Dominguez, California(5)

10.15             Lease Agreement, dated January 5, 1998, between Coastcast
                  Tijuana, S. De R.L. De C.V. and Frederick Clarke Sanders, Jr.,
                  Frederick Sanders Flourie, Monique Sanders Flourie, Scott
                  Michael Sanders Flourie and Carlo E. Muzquiz Davila for real
                  estate in Tijuana, Baja California, Mexico(7)

10.16             Lease Guaranty Agreement, dated August 18, 1998, by the
                  Company for the lease of the Tijuana facility(7)

10.17             Form of Indemnification Agreement(1)

10.18             Revolving Line of Credit Note, effective June 1, 2000, between
                  the Company and Imperial Bank(11)

10.19*            Amended and Restated Coastcast Corporation Selected Employees
                  Pension Plan, dated October 1, 1987(1)

10.20*            Amendment to the Coastcast Corporation Selected Employees
                  Pension Plan, effective May 12, 1997(6)

10.21*            Coastcast Corporation 401(k) Retirement Plan, effective
                  January 1, 1996(2)

10.22             Coastcast Corporation S Corporation Termination, Tax
                  Allocation and Indemnification Agreement dated December 1,
                  1993, between the Company and certain Shareholders(1)

10.23*            Coastcast Corporation Supplemental Executive Retirement Plan,
                  effective September 1, 1996(3)

10.24*            First Amendment to Coastcast Corporation Supplemental
                  Executive Retirement Plan, effective September 1, 1996(3)

10.25*            Second Amendment to Coastcast Corporation Supplemental
                  Executive Retirement Plan, dated February 18, 1997(4)

10.26*            Coastcast Corporation Amended and Restated Supplemental
                  Executive Retirement Plan, effective January 1, 1998(7)

10.27*            Coastcast Corporation Amended and Restated Supplemental
                  Executive Retirement Plan, effective January 1, 1999(10)
</TABLE>


                                       41
<PAGE>

<TABLE>
<S>               <C>                                                                <C>
10.28*            Amended and Restated Trust Agreement by and between Coastcast
                  Corporation and Imperial Trust Company, dated December 18,
                  1998(7)

10.29*            Second Amendment to the Coastcast Corporation Grantor Trust(9)

10.30             Stock Purchase Agreement, dated April 22, 1999 between the
                  Company and the selling shareholders of California Precision
                  Aluminum Casting, Inc.(8)

21                Subsidiaries of the Company                                           43

23                Consent of Independent Auditors                                       44
</TABLE>
----------
* Management contract or compensating plan or arrangement.

(1)      Incorporated by reference to the exhibits to the Registration Statement
         on Form S-1 (Registration No. 33-71294) filed on November 4, 1993, as
         amended by Amendment No. 1 filed on November 17, 1993, Amendment No. 2
         filed on December 1, 1993, and Amendment No. 3 filed on December 9,
         1993.

(2)      Incorporated by reference to the exhibits to Form 10-K for the fiscal
         year ended December 31, 1995.

(3)      Incorporated by reference to the exhibits to Form 10-Q for the fiscal
         quarter ended September 30, 1996.

(4)      Incorporated by reference to the exhibits to Form 10-K for the fiscal
         year ended December 31, 1996.

(5)      Incorporated by reference to the exhibits to Form 10-Q for the fiscal
         quarter ended September 30, 1997.

(6)      Incorporated by reference to the exhibits to Form 10-K for the fiscal
         year ended December 31, 1997.

(7)      Incorporated by reference to the exhibits to Form 10-K for the fiscal
         year ended December 31, 1998.

(8)      Incorporated by reference to the exhibits to Form 10-Q for the fiscal
         quarter ended June 30, 1999.

(9)      Incorporated by reference to the exhibits to Form 10-Q for the fiscal
         quarter ended September 30, 1999.

(10)     Incorporated by reference to the exhibits to Form 10-K for the year
         ended December 31, 1999.

(11)     Incorporated by reference to the exhibits to Form 10-Q for the fiscal
         quarter ended June 30, 2000.

(12)     Incorporated by reference to the exhibits to Form 10-Q for the fiscal
         quarter ended September 30, 2000.

(13)     Incorporated by reference to the exhibits to Form 8-A filed on November
         1, 2000.

(14)     Incorporated by reference to the exhibits to Form 8-K filed on November
         1, 2000.

                                       42