<PAGE>   1
                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                   FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2001

                                       OR

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

For the transition period from.................. to  ...........................

Commission file number: 0-2572

                            STEEL CITY PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                                55-0437067
      State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization                  Identification No.)

    2751 CENTERVILLE ROAD SUITE 3131
          WILMINGTON, DELAWARE                              19803
 (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (817) 416-0717

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

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


<TABLE>
<CAPTION>
       Title of each class                        Name of each exchange on which registered
       -------------------                        -----------------------------------------
<S>                                               <C>

COMMON STOCK, $0.01 PAR VALUE PER SHARE                              NONE
</TABLE>



     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. [X]

Aggregate market value at May 1, 2001 of the voting stock held by non-affiliates
of the registrant: $113,057.

At May 1, 2001 the registrant had 3,238,061 shares of Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None



<PAGE>   2




                                     PART I

ITEM 1. BUSINESS

BACKGROUND OF STEEL CITY PRODUCTS, INC.

         Steel City Products, Inc. ("SCPI" or the "Company") was incorporated in
West Virginia in 1959, and in 1963 became known as Heck's, Inc. Prior to 1990,
Heck's, Inc. operated a Retail Division consisting of a chain of discount
department stores. In September 1990, all of the assets of the Retail Division
were sold to Retail Acquisition Corp. ("RAC").

         The Company was reincorporated in Delaware under the name Hallwood
Industries Incorporated in 1990, and in January 1993 the Company changed its
name to Steel City Products, Inc.

         The Steel City Products automotive distribution business was founded in
1947 and was acquired in 1969. The operations of SCPI are conducted under the
name Steel City Products. In fiscal 1997, SCPI established a division to
distribute non-food pet supplies. In the third quarter of fiscal 2001, SCPI
broadened its distribution business to include lawn and garden products.

FORMATION OF OAKHURST COMPANY, INC.

         Oakhurst Company, Inc. ("Oakhurst") was formed as part of a merger
transaction in 1991, in which SCPI became a majority-owned subsidiary of
Oakhurst. In accordance with the merger agreement, Oakhurst owns 10% of the
outstanding SCPI common stock and all of the SCPI Series A Preferred Stock.

         Pursuant to the merger, SCPI became a special, limited purpose
subsidiary that concentrates on its historical distribution business, while any
future growth and expansion opportunities are expected to be pursued by Oakhurst
or its subsidiaries. Because Oakhurst's ownership of SCPI is primarily in the
form of preferred stock, Oakhurst retains the value of SCPI. Oakhurst's
ownership of SCPI facilitates the preservation and utilization of SCPI's and
Oakhurst's net operating tax loss carry-forwards, which amount to approximately
$167 million at February 28, 2001.

OPERATIONS

         SCPI primarily distributes automotive accessories. These products
include functional and decorative car and truck accessories (such as floor mats,
seat covers, mirrors, running boards, lights and wheel covers) car care products
(including waxes and paints) chemicals (such as antifreeze, windshield washer
fluid and motor oil) and car repair and maintenance items (including spark
plugs, windshield wipers, and air and oil filters). In fiscal 1997, SCPI
introduced non-food pet supplies to its merchandise selection. Although pet
supplies were not typical of SCPI's historical merchandise mix, management
determined that the availability of existing customers which sell both pet
supplies and automotive accessories, combined with SCPI's distribution expertise
and infrastructure, offered an opportunity to increase sales by opening a pet
supplies division. Sales of pet supplies now represent approximately 10% of
SCPI's annual revenues. In fiscal 2001, management developed a plan to broaden
its merchandise base further with the introduction of lawn and garden products,
and began the distribution of these products in the third quarter of fiscal
2001. SCPI's automotive and pet operations are conducted from leased facilities
in McKeesport, Pennsylvania and Glassport, Pennsylvania.

         Historically, much of SCPI's business has been performed on a service
basis, which involves visits by its sales personnel to customers' stores to
count and re-order merchandise; generally, these re-orders are transmitted
electronically to SCPI's offices in McKeesport. In recent years a growing
proportion of its customers electronically transmit their own orders to SCPI's
headquarters. Since many orders are generated electronically and are shipped
within a few days of receipt, the size of SCPI's order backlog is not relevant
to an understanding of the business.




                                       1
<PAGE>   3



Shipments are either made directly to each of the customers' stores or are
pre-packed for onward shipment to stores by the retailers' own distribution
centers. SCPI also provides price ticketing and associated services to those of
its customers who request such services.

Sources of Supply

         SCPI acquires its merchandise from a large number of suppliers, none of
which accounts for more than 15% of its revenues. Many of the products sold by
SCPI carry nationally-advertised brand names, but because of the diversity and
number of suppliers and products carried, the business is not generally
dependent on the continued availability of individual products or continued
dealings with existing supply sources. From time to time, market or seasonal
conditions may affect the availability of certain merchandise, but not to the
extent that the Company believes would materially impact its business.

         SCPI generally carries in inventory only those products that its
customers have identified as necessary for their own merchandising needs, and
does not acquire significant quantities of other merchandise.

Seasonality

         SCPI's automotive and lawn and garden businesses are seasonal, being
slowest in the early winter months than at other times of the year. In
anticipation of higher sales volume in the spring and summer, SCPI carries
higher inventories of these products beginning in February. As is customary in
the automotive aftermarket and in the lawn and garden business, some suppliers
allow extended payment terms to SCPI for such inventory build-ups and in turn,
SCPI grants extended payment terms to many of its customers to facilitate their
inventory build-ups.

         SCPI's pet supply business experiences different seasonal trends from
its automotive and lawn and garden businesses, but the effect of this is not
material to the overall business.

         SCPI's needs for working capital are affected by these seasonal
fluctuations (see Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources").

Customer Base

         SCPI's customers include general merchandise retail chains, automotive
specialty stores, supermarket chains, drug stores, hardware stores, variety
stores and other automotive accessory distributors. Most customers are based in
the northeastern United States, although stores operated by some customers are
located outside of that area. Since February 2000 SCPI has sold to the west
coast distribution facility of one of its major customers. There are no foreign
sales.

         SCPI's customers are continually affected by changes in the retail
environment, including the competitive pressures facing regional mass
merchandisers and the growing influence of national automotive specialty chains.
These have led to fluctuations in the level of business that SCPI enjoys with
individual customers. Some customers have changed their buying practices to
acquire certain merchandise direct from manufacturers rather than through
distributors such as SCPI.

         In its efforts to offset these trends, SCPI has added new customers,
expanded its product offerings to certain customers, enlarged the territory that
it serves and introduced new categories of products. These efforts have helped
to stabilize SCPI's customer base. Sales in fiscal 2001 increased by 3% compared
with sales in fiscal 2000. SCPI continues to pursue new customer relationships
that, if concluded, could continue increase sales in the future; however, there
can be no assurance that such new business can be secured.

         The following table shows sales to SCPI's customers that individually
accounted for more than 10% of sales during any of the latest three fiscal years
(dollars in thousands):



                                       2
<PAGE>   4



<TABLE>
<CAPTION>
                                  Fiscal Year Ended             Fiscal Year Ended           Fiscal Year Ended
                                  February 28, 2001             February 29, 2000           February 28, 1999
                                  -----------------             -----------------           -----------------
                                Sales        % of sales        Sales       % of sales     Sales      % of sales
<S>                            <C>           <C>              <C>           <C>           <C>         <C>
Ames                           $3,746           18%           $3,144           16%        $1,955          11%
Kroger                         $2,057           10%           $2,037           10%        $1,745           9%
Giant Eagle                    $2,055           10%           $1,523            8%        $1,123           6%
</TABLE>

         In fiscal 2000, Ames acquired additional stores through a merger. The
increase in revenues at SCPI due to the additional locations aggregated
approximately $1.2 million. Although SCPI's three largest customers account for
approximately one-third of its total revenues, management has no reason to
believe that its business with any of these customers will be terminated in the
foreseeable future, as evidenced by the continuing increases in sales to each of
them. However, in the event that one of these customers ceased doing business
with SCPI, the resulting reduction in revenues could significantly impact
profitability, unless a replacement customer were identified.

         None of SCPI's business is based on government contracts, and there are
no long-term sales contracts with any customers.

Competition

         SCPI's distribution lines of automotive parts and accessories, non-food
pet supplies and lawn and garden products are highly competitive, with several
similar companies operating in SCPI's market place, and many of SCPI's suppliers
also offer their products directly to retailers. Management is unable to
quantify SCPI's relative size in the distribution industry or in relation to its
competitors but believes it is one of the larger independent distributors of
automotive accessories in the Northeastern United States. In recent years, some
of SCPI's customers have increasingly chosen to purchase product directly from
the manufacturer, and thus, SCPI's position in the industry may not be assured.
SCPI competes on the basis of the breadth of merchandise offered, price, level
of service, order fill rates and order turnaround times. Management believes
that SCPI's long history, good reputation, experienced management, product
selection, pricing, service levels and high order fill rates enable it to
compete favorably with other distributors.

Regulation

         SCPI's management does not anticipate that existing or known pending
environmental legislation or other regulations will require major capital
expenditures or will affect its operations.

Employees

         SCPI employs approximately 50 persons, of which about 40 are employed
in the headquarters office and distribution facilities in McKeesport and
Glassport. Most of the others are field personnel. Senior executives, including
the Chairman, Bernard H. Frank (a founder of Steel City Products in 1947) and
President, Terrance Allan, have many years of service with SCPI and are employed
under long-term contracts.

         Warehouse and certain office employees of SCPI are represented by Local
636 of the International Brotherhood of Teamsters. SCPI believes that it has
experienced generally good labor relations, and no significant labor disputes
have affected its business in recent years. The union contract was renewed for a
three-year term through November 2002.




                                       3
<PAGE>   5




ITEM 2.  PROPERTIES

         SCPI has operated its business from a leased, 67,000 square-foot
building located in an industrial park in McKeesport, Pennsylvania since
December 1997 when its former warehouse in Pittsburgh was sold. With additional
business generated from the distribution of lawn and garden products, SCPI
entered into a lease agreement for approximately 43,000 square feet of
additional warehouse space in Glassport, Pennsylvania in December 2000.

ITEM 3.  LEGAL PROCEEDINGS

         There are no material legal proceedings pending against the Company.

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

         No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended February 28, 2001.




                                       4
<PAGE>   6

                                     PART II

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

         As a result of the merger transaction with Oakhurst in fiscal 1992 (see
Item 1, "Business - Formation of Oakhurst Company, Inc."), most of the Company's
value is vested in Oakhurst. As a result of the merger, the Company's stock
price fell below the NASDAQ minimum bid price of $1.00 per share and on July 14,
1992 the Company's common stock was removed from listing by NASDAQ.

     The Company's stock trades on the OTC Bulletin Board under the symbol SCTP.
The following table sets forth the high and low bid price for the Company's
stock for the last two fiscal years.

<TABLE>
<CAPTION>
                                         Fiscal 2001                                  Fiscal 2000
                            Quarterly High         Quarterly Low         Quarterly High         Quarterly Low
                            --------------         -------------         --------------         -------------
<S>                         <C>                    <C>                   <C>                    <C>
Quarter 1                       $0.20                  $0.03                 $0.03                  $0.03
Quarter 2                       $0.05                  $0.03                 $0.03                  $0.03
Quarter 3                       $0.23                  $0.03                 $0.04                  $0.03
Quarter 4                       $0.13                  $0.06                 $0.05                  $0.04
</TABLE>

         No common stock dividends were paid by SCPI during fiscal 2001, 2000 or
1999. Dividend payments are restricted by the covenants under the Company's line
of credit agreement.

         Through its ownership of SCPI, primarily in the form of Series A
Preferred Stock, Oakhurst controls the Company and receives substantially all of
the benefit of the Company's operations through the right to receive preferred
stock dividends, which are required to be paid before any common stock dividends
may be paid.

         There were approximately 3,800 holders of record of SCPI's common stock
on May 1, 2001.



                                       5
<PAGE>   7




ITEM 6.  SELECTED FINANCIAL INFORMATION

     The following table sets forth selected financial and other data of Steel
City Products, Inc. and should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations, which
follows, and with the Financial Statements and related Notes.

<TABLE>
<CAPTION>
                                                    February 28,  February 29,  February 28,   February 28,  February 28,
                                                        2001          2000          1999        1998(a)(b)     1997(a)
                                                      --------      --------      --------      ----------    --------
                                                             (Dollar amounts in thousands except per share data)
<S>                                                   <C>           <C>           <C>           <C>           <C>
OPERATING RESULTS:
Sales ...........................................     $ 20,694      $ 20,142      $ 18,092      $ 17,879      $ 18,031
                                                      ========      ========      ========      ========      ========

Income (loss) before income taxes................     $    581      $    333      $    161      $  1,395      $   (249)
Current income tax expense ......................           27            10             8            --             9
Deferred income tax expense(d) ..................           --            --            --        (1,000)       (1,093)
                                                      --------      --------      --------      --------      --------
Net income ......................................          554           323           153           395        (1,351)
Series A Preferred Stock dividends(c) ...........       (1,014)       (1,014)       (1,014)       (1,014)       (1,014)
                                                      --------      --------      --------      --------      --------
Net loss attributable to common
  stockholders ..................................     $   (460)     $   (691)     $   (861)     $   (619)     $ (2,365)
                                                      ========      ========      ========      ========      ========
BASIC AND DILUTED PER SHARE AMOUNTS:
Net loss attributable to
  common stockholders............................     $  (0.14)     $  (0.21)     $  (0.27)     $  (0.19)     $  (0.73)
                                                      ========      ========      ========      ========      ========
BALANCE SHEET STATISTICS:
Total assets(e)..................................     $  7,438      $  7,910      $  7,807       $  7,699      $  8,906
Long-term obligations............................     $  3,633      $  3,352      $  3,029       $  2,132      $  3,581
Series A Preferred Stock face value..............     $ 10,135      $ 10,135      $ 10,135       $ 10,135      $ 10,135
</TABLE>

(a)      In fiscal 1999, SCPI elected to change its method of inventory
         reporting from LIFO to FIFO. The above data for fiscal 1998 and 1997
         has been restated to reflect this change as if it had occurred at the
         beginning of fiscal 1997. See Note 1 to the Financial Statements.

(b)      In fiscal 1998, SCPI sold its 88,000 square foot warehouse in
         Pittsburgh, Pennsylvania for a gross sales price of approximately $2.8
         million in cash. SCPI recognized a pre-tax gain of approximately $1.8
         million in connection with the sale.

(c)      The Series A Preferred Stock has a dividend rate of $0.5228 per share
         and is redeemable at SCPI's option at $5.2282 per share plus any
         cumulative dividends in arrears. Through fiscal 2001, dividends of
         approximately $9.9 million have accumulated since the effective date of
         the merger; of this amount, approximately $3.6 million were declared by
         the Company's Board of Directors prior to fiscal 1996. Approximately
         $6.3 million of undeclared dividends in arrears are outstanding at
         February 28, 2001. In accordance with the merger agreement with
         Oakhurst, a revaluation of the Company was completed as of fiscal 1994
         that resulted in a reduction in the number of Series A Preferred shares
         outstanding. Revaluations required subsequent to fiscal 1994 have not
         been completed. Management expects that such revaluations, when
         complete, will result in a cumulative decrease in the valuation of SCPI
         and that certain Series A Preferred shares outstanding and related
         dividends may be canceled. See Note 2 to the Financial Statements.

(d)      Results for fiscal 1998 and 1997 include non-cash deferred tax charges
         of $1 million and $1.1 million, respectively, relating primarily to
         increases in the Company's valuation allowance of its deferred tax
         asset (See Note 7 to the Financial Statements).

(e)      Advances made to Oakhurst of $9.0 million at February 28, 2001 are
         classified as a component of stockholders' equity because the repayment
         of these advances from sources other than the declaration of SCPI's
         Series A preferred stock dividends presently appears unlikely. The
         above data for periods prior to fiscal 2001 have been revised to
         reflect a similar treatment as of each respective balance sheet date.



                                       6
<PAGE>   8



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

OVERVIEW

         SCPI is a special, limited purpose, majority-owned subsidiary of
Oakhurst. SCPI is expected to concentrate on its historical distribution
business, while any future growth and expansion opportunities are to be pursued
by Oakhurst or its subsidiaries. Through Oakhurst's ownership of SCPI, primarily
in the form of preferred stock, Oakhurst retains substantially all the value of
SCPI, and receives substantially all of the benefit of operations through
dividends on the preferred stock. Oakhurst's ownership of SCPI is designed to
facilitate the preservation and utilization of SCPI's and Oakhurst's net
operating tax loss carry-forwards which amount to approximately $167 million at
February 28, 2001.

         Until fiscal 2001, SCPI distributed automotive accessories and non-food
pet products. In fiscal 2001, SCPI began the distribution of lawn and garden
supplies. SCPI utilizes three operating segments, Auto, Pet and Lawn. The
allocation of financial resources is determined by SCPI's President and Chief
Operating Officer, Maarten Hemsley, who assesses resources based on the
operating profitability and working capital needs of each segment.

LIQUIDITY AND CAPITAL RESOURCES

FINANCING AND LINE OF CREDIT

         In addition to cash derived from operations, SCPI's liquidity and
financing requirements are determined principally by the working capital needed
to support its level of business, together with the need for capital
expenditures and the cash required to repay its debt. SCPI's working capital
needs fluctuate primarily in relation to the amounts of inventory it carries
which can change seasonally, the size and timeliness of payment of receivables
from its customers to which from time to time SCPI grants extended payment terms
for their seasonal inventory build-ups, and the amount of credit extended to
SCPI by its suppliers.

         In March 1996, Oakhurst and its subsidiaries (including SCPI) obtained
financing from an institutional lender (the "Credit Facility"). The Credit
Facility initially provided for a revolving credit agreement (the "Revolver")
and a term loan on SCPI's warehouse facility. The term loan was repaid in fiscal
1998 upon SCPI's sale of its warehouse. Over time, the Revolver was amended to
provide for the sale or disposition of certain of Oakhurst's subsidiaries,
reduce the maximum credit line and amend certain financial covenants.

         In fiscal 2001 Oakhurst and SCPI entered into agreements with the
institutional lender to identify SCPI as the Borrower (cross-collateralized by
Oakhurst), to provide for a three year term and reduce the total Revolver to
$4.5 million, subject to a borrowing base. The Revolver carries an interest rate
equal to Citibank N.A. base rate plus 2%. At February 28, 2001, SCPI's debt
primarily consisted of revolving debt of $3.5 million under the Revolver. At
February 28, 2001, the borrowing base under the Revolver was approximately $3.7
million.

     Due to concerns stemming from the institutional lender's filing for
bankruptcy, SCPI committed to change lenders and has obtained a commitment
letter for a two-year revolving line of credit in the amount of $4.5 million,
subject to a borrowing base. The new revolver would carry an interest rate equal
to prime plus 1%. The Company expects to enter into the new revolver during July
2001. The lender's commitment is subject to certain terms and conditions.

         Management believes that the new revolver will provide adequate funding
for SCPI's working capital, debt service and capital expenditure requirements,
including seasonal fluctuations for at least the next twelve months, assuming no
material deterioration in current sales or profit margins.

         In October 1998, SCPI obtained a low-interest loan from the
Redevelopment Authority of the City of McKeesport (the "Subordinated Loan"). The
Subordinated Loan, which is subordinated to the Revolver, was in the



                                       7
<PAGE>   9



amount of $98,000 and bears interest at the rate of 5% per annum. The loan,
which funded leasehold improvements, is being repaid in monthly installments
through October 2003.

         TAX LOSS CARRY-FORWARDS

         At February 28, 2001, SCPI and Oakhurst had net operating tax loss
carry-forwards (the "Tax Benefits") of approximately $167 million, which expire
in the years 2002 through 2021, which shelter most of SCPI's income from federal
income taxes. A change in control of SCPI or Oakhurst in any three-year period
exceeding 50% may lead to the loss of the majority of the Tax Benefits. In order
to reduce the likelihood of such a change of control occurring, SCPI's and
Oakhurst's Certificates of Incorporation include restrictions on the
registration of transfers of stock resulting in, or increasing, individual
holdings exceeding 4.5% of each company's common stock.

         Since the regulations governing the Tax Benefits are highly complex and
may be changed from time to time, and since SCPI's and Oakhurst's attempts to
reduce the likelihood of a change of control occurring may not be successful,
management is unable to determine the likelihood of the continued availability
of the Tax Benefits. However, management believes that the Tax Benefits are
currently available in full and intends to take all appropriate steps to help
ensure that they remain available. Should the Tax Benefits become unavailable to
SCPI or Oakhurst, most future income of SCPI and any consolidated affiliate
would not be shielded from federal taxation, thus reducing funds otherwise
available for corporate purposes (see Note 7 to the financial statements).

CASH FLOWS

         Net cash provided by operating activities for fiscal 2001 increased by
approximately $242,000 from fiscal 2000 due to improved operating profits and
reduced inventory levels, which was offset by increases in accounts receivable
and reductions in vendor payables. In fiscal 2000 net cash provided by
operations decreased by $172,000 from fiscal 1999 due primarily to increases in
accounts receivable and inventories offset by an increase in vendor payables.

         Cash used in investing activities decreased in fiscal 2001 by $14,000
as equipment acquired in the year was financed primarily through capital leases.
For fiscal 2000 and fiscal 1999, net cash used in investing activities was
$69,000 and $177,000, respectively. The decrease was due to lower capital
expenditures in fiscal 2000.

         In fiscal 2001, the Company's financing activities used cash of
$449,000, an increase of $185,000 compared with fiscal 2000. The increase was
due in part to increases in advances to Oakhurst. These increases were offset by
additional borrowings under the revolving credit agreement. For fiscal 2000 and
fiscal 1999, the Company's financing activities used cash of $264,000 and
$332,000, respectively, principally due to advances to Oakhurst offset by
additional borrowings under the credit agreement.

FORWARD LOOKING STATEMENTS

         From time to time the information provided by the Company or statements
made by its directors, officers or employees may contain so-called "forward
looking" information that involves risks and uncertainties. In particular,
statements contained in Item 1 - "Business" and in this Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations," which
are not historical facts (including, but not limited to statements concerning
anticipated sales, profit levels, customers, cash flows and availability of
financing) are forward looking statements. The Company's actual future results
may differ significantly from those stated in any forward-looking statements.
Factors that may cause such differences include, but are not limited to the
factors discussed above as well as the accuracy of the Company's internal
estimates of revenue and operating expense levels. Each of these factors and
others are discussed from time to time in the Company's Securities and Exchange
Commission filings.



                                       8
<PAGE>   10



RESULTS OF OPERATIONS

         Results of operations include the results of SCPI's operating division,
Steel City Products, a distributor of automotive parts and accessories, non-food
pet supplies and lawn and garden products, based in McKeesport, Pennsylvania.

Fiscal Year Ended February 28, 2001 Compared with Fiscal Year Ended February 29,
2000

     Automotive segment

         For the fiscal year ended February 28, 2001, sales of automotive
accessories were $17.6 million, a decrease of approximately $218,000 compared
with the prior year. Sales to existing customers decreased by approximately $1.6
million, due largely to the loss of a customer late in fiscal 2000 that had been
acquired by another company and to more customers purchasing product directly
from the manufacturer. Sales to new automotive customers totaled approximately
$1.4 million in fiscal 2001.

         Gross profits increased by approximately $130,000, or about 1%, due to
lower freight related costs and to better margins earned on certain products.

         Operating profits for the automotive segment increased by approximately
$97,000. Higher broker commissions paid reduced the increase in gross profits.
Savings in general office expenses and a reduction in staff offset these higher
fees.

     Pet supplies segment

         Sales of pet supplies in fiscal 2001 totaled $2.6 million, an increase
of approximately $371,000 compared with fiscal 2000. Most of the increase
resulted from increasing sales to existing customers, which accounted for about
$340,000 of the increase. Sales to new customers totaled approximately $31,000
for the year.

         Gross profits increased by approximately $100,000, principally as a
result of the increased sales.

         Operating profits for the pet segment increased by approximately
$35,000. The improvement in gross profits was offset in part by higher expenses
directly resulting from the higher sales volumes, as more sales were subject to
broker fees in the current year. Also in fiscal 2001, a higher percentage of
salary expense was allocated to this segment due to the increased sales.

     Lawn and garden segment

         Partly in response to the growing needs of its customers, SCPI
established a lawn and garden division late in fiscal 2001. Sales of lawn and
garden products totaled $399,000 for the fiscal year.

         The newly established division reported an operating profit of
approximately $44,000 for fiscal 2001.

         Interest expense increased by $93,000 in fiscal 2001 compared with
fiscal 2000 due to higher borrowing levels on the revolver in the current year.




                                       9
<PAGE>   11




Fiscal Year Ended February 29, 2000 Compared with Fiscal Year Ended February 28,
1999

     Automotive segment

         For the fiscal year ended February 29, 2000, sales of automotive
accessories were $17.8 million, an increase of approximately $1.8 million
compared with the prior year. Sales to existing automotive customers increased
by approximately $2.5 million, primarily due to additional sales to a
significant customer that had acquired additional stores through a merger during
the year, and through additional product offerings to other customers. Sales to
new automotive customers totaled $660,000 in fiscal 2000. These increases in
sales were offset in part by decreased sales to other existing customers of $1.4
million, as these customers chose to purchase items directly from the
manufacturer or downsized their automotive departments.

         Gross profits increased by approximately $447,000 or about 2.7%, due to
increased sales volume and to better margins earned on certain products.

         Operating profits for the automotive segment increased by approximately
$439,000 due to the higher sales volume, offset by an increase of $31,000 in the
provision for doubtful accounts resulting from higher receivable levels in
fiscal 2000.

     Pet supplies segment

         Sales of pet supplies in fiscal 2000 totaled $2.3 million, an increase
of approximately $286,000 compared with fiscal 1999. Most of the increase
resulted from increasing sales to existing customers, which accounted for about
$156,000 of the increase. Sales to new customers totaled approximately $104,000
for the year.

         Gross profits increased by approximately $138,000, principally as a
result of the increased sales.

         Operating profits for the pet segment increased by approximately
$36,000. The improvement in gross profits was offset in part by higher expenses,
such as broker commissions, which directly resulted from the higher sales
volumes.

         Interest expense increased by $59,000, primarily due to an increase in
interest rates on the Revolver and a higher loan balance throughout the current
year due principally to higher levels of inventory.

ITEM 7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         SCPI is exposed to certain market risks from transactions that are
entered into during the normal course of business. The Company's policies do not
permit active trading of or speculation in, derivative financial instruments.
The Company's primary market risk exposure relates to interest rate risk. SCPI
manages its interest rate risk by attempting to balance its exposure between
fixed and variable rates while attempting to minimize its interest costs. An
increase of 1% in the market rate of interest would have increased the Company's
interest expense in fiscal 2001 by approximately $35,000.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<S>                                                                                                <C>
         Independent Auditors' Report.......................................................        22

         Consolidated Balance Sheets: February 28, 2001 and February 29, 2000...............        23

         Consolidated Statements of Operations for the fiscal years ended
           February 28, 2001, February 29, 2000 and February 28, 1999.......................        24
</TABLE>



                                       10
<PAGE>   12




<TABLE>
<S>                                                                                                <C>
         Consolidated Statements of Stockholders' Deficiency for the fiscal years ended
           February 28, 2001, February 29, 2000 and February 28, 1999 ......................        25

         Consolidated Statements of Cash Flows for the fiscal years ended
            February 28, 2001, February 29, 2000 and February 28, 1999 .....................        26

         Notes to Consolidated Financial Statements.........................................        27

             Schedule II - Valuation and Qualifying Accounts................................        37
</TABLE>


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

                  None



                                       11
<PAGE>   13



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The by-laws of the Company currently provide for such number of
directors (but no less than five) as is determined from time to time by the
Board of Directors. In December 1998 the Board voted to increase the number of
directors from six to seven. The following table lists the names and ages (at
May 1, 2001) of the directors, and the year in which each was elected a director
of the Company or its predecessor.


<TABLE>
<CAPTION>
                 Name                                           Age       Director Since
                 ----                                           ---       --------------
<S>                                                             <C>       <C>
                 John D. Abernathy                               64            1996
                 Terrance W. Allan                               47            1993
                 Mark Auerbach                                   63            1996
                 Robert M. Davies                                50            1996
                 Bernard H. Frank                                80            1993
                 Maarten D. Hemsley                              51            1998
                 Joel S. Lever                                   49            1996
</TABLE>


BUSINESS HISTORY OF DIRECTORS

         Messrs. Frank and Allan have been executives of the Company for more
than the last five years. Mr. Frank was a founder of Steel City Products
business more than 50 years ago. For more than the last five years, Mr. Frank
has been Chief Executive Officer of the Company and in May 1994, he was elected
Executive Vice President of the Company's parent, Oakhurst Company, Inc.
("Oakhurst"). Mr. Allan has been with the Company since 1987 and was elected
President in June 2000.

         Mr. Abernathy. Mr. Abernathy has been Executive Director of Patton
Boggs, LLP, a Washington DC law firm, since January 1995. From March 1991 to
February 1994 he was the Managing Director of Summit, Solomon & Feldesman, a New
York City law firm and from July 1983 until June 1990, Mr. Abernathy was
Chairman and Chief Executive Partner of BDO Seidman, a public accounting firm.
He is a director of Pharmaceutical Resources, Inc., a generic drug manufacturer
and also serves as a director of Oakhurst. Mr. Abernathy is a certified public
accountant.

         Mr. Auerbach. Mr. Auerbach was Chairman, President and Chief Executive
Officer of Oakhurst from December 1995 to May 1997 and was Chief Financial
Officer of the Company and of Oakhurst from December 1995 to December 1998. He
has also been Senior Vice President and Chief Financial Officer since April 1993
of Central Lewmar, L.P., a fine paper merchant. From September 1992 until April
1993, he was a partner of Marron Capital, L.P., an investment banking company.
Prior to that, he was President, Chief Executive Officer and Chairman of the
Board of Implant Technology, Inc., a manufacturer of artificial hip systems,
from 1990 to 1992. He is a director of Pharmaceutical Resources, Inc., a generic
drug manufacturer and continues to serve as a director of Oakhurst. Mr. Auerbach
is a certified public accountant.

         Mr. Davies. Mr. Davies has been Chairman and Chief Executive Officer of
Oakhurst since May 1997 and was its President from May 1997 to January 1999. He
had also served as a director of SCPI and Oakhurst from 1991 through 1994. Mr.
Davies was a Vice President of Wexford Capital Corporation, which acts as the
investment manager to several private investment funds from 1994 to March 1997.
From November 1995 to March 1997 Mr. Davies also served as Executive Vice
President of Wexford Management LLC, a private investment management company.
From September 1993 to May 1994 he was a Managing Director of Steinhardt
Enterprises, Inc., an investment banking company, and from 1987 to August 1993,
he was Executive Vice President of The Hallwood Group Incorporated, a merchant
banking firm. Mr. Davies serves as a director of Industrial Acoustics Company,
Inc., a New York based engineered products group specializing in noise control
products and systems, and of



                                       12
<PAGE>   14



Maxicare Health Plan, Inc., a health maintenance organization based in
California. Mr. Davies is also a managing director of Menai Capital, L.L.C.,
which provides financial and investment consultancy services primarily to
corporations, including to Sterling Construction Corporation, in which
Oakhurst's wholly-owned subsidiary, Oakhurst Technology, Inc., owns a minority
interest.


         Mr. Hemsley. Mr. Hemsley was re-elected to the Board of Directors of
the Company and of Oakhurst in December 1998. He had been an employee and
director of SCPI or Oakhurst for many years prior to 1995. In December 1995, he
resigned his positions with SCPI and Oakhurst and served as a consultant to SCPI
and Oakhurst through his wholly owned financial consultancy company, Bryanston
Management, Ltd. of which he has been President since 1993. Mr. Hemsley
currently serves as President, Chief Operating Officer and Chief Financial
Officer of Oakhurst and is Chief Financial Officer of SCPI. He also serves as a
director of Industrial Acoustics Company, Inc. Mr. Hemsley also serves as a
managing director of Menai Capital, L.L.C., which provides financial and
investment consultancy services primarily to corporations, including to Sterling
Construction Corporation, in which Oakhurst's wholly-owned subsidiary, Oakhurst
Technology, Inc., owns a minority interest.

         Mr. Lever. Mr. Lever has been associated with the law firm of Kurzman &
Eisenberg or its predecessor since 1980, and became a member of the firm in
1984. Mr. Lever specializes in transactional business matters with particular
emphasis on fine arts publishing, distribution and investment, and the sale and
acquisition of commercial real estate entities. Prior to 1980, Mr. Lever was an
Assistant District Attorney for Kings County, New York. Mr. Lever is also a
director of Oakhurst, as well as a director of several private companies.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities ("Insiders") to file reports
of ownership and certain changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies of those reports.

         Based solely on a review of those reports and amendments thereto
furnished to the Company during its most recent fiscal year or written
representations by Insiders that no Forms 5 were required to be filed, the
Company believes that during the fiscal year ended February 29, 2000 all Section
16(a) filing requirements applicable to the Company's Insiders were satisfied.

REPORT OF THE AUDIT COMMITTEE FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2001.

         This report has been prepared by the Audit Committee of the Board of
Directors of the Company and addresses the Company's policies with respect to
the annual audit performed by an independent auditing firm. The Company adopted
a written charter for the Audit Committee during fiscal 2001. The Audit
Committee met once during fiscal 2001 to discuss the results of the annual
audit.

Members of the Audit Committee
         John Abernathy, Chairman and Independent Director
         Mark Auerbach, Independent Director

         Fees paid to the Company's independent auditing firm to conduct its
annual audit were $60,000.




                                       13
<PAGE>   15




ITEM 11. EXECUTIVE COMPENSATION.

         This item contains information about compensation, stock options grants
and employment arrangements and other information concerning certain of the
executive officers and the directors of the Company.

SUMMARY COMPENSATION TABLE

         The following table sets forth the compensation the Company paid or
accrued for services rendered in the Company's 2001, 2000 and 1999 fiscal years
by the Chief Executive Officer and the only other executive officer of the
Company whose compensation exceeded $100,000 in fiscal 2001 and who was serving
at the end of the 2001 fiscal year.

<TABLE>
<CAPTION>
                                          Annual Compensation              Long-term Compensation Awards
                                    --------------------------------     ----------------------------------
Name and  Principal                                     Other Annual     Securities            All other
Position                    Year    Salary     Bonus    Compensation*    Underlying Options**  Compensation
<S>                         <C>     <C>        <C>      <C>              <C>                   <C>
Bernard H. Frank(1)         2001     $50,242   $25,000        --          --                   $13,908(2)
Chairman & Chief            2000    $110,434   $25,000        --         7,750                 $13,908
Executive Officer           1999     $50,050   $6,250         --          --                   $13,908

Terrance W. Allan           2001    $132,072   $60,515        --          --                    --
President-Steel City        2000    $115,885   $15,000        --         9,750                  --
Products                    1999    $115,001        --        --          --                    --
</TABLE>

----------

*        Excludes perquisites and other personal benefits if the aggregate
         amount of such items of compensation was less than the lesser of either
         $50,000 or 10% of the total annual salary and bonus of the named
         executive officer.

**       These options relate to shares of Oakhurst Company, Inc. ("Oakhurst"),
         not the Company.

(1)      Mr. Frank, who is also Executive Vice President of Oakhurst, and Mr.
         Allan are compensated only by the Company except with respect to stock
         options and stock awards.

(2)      This amount consists of $6,504, $5,508 and $1,896 that Mr. Frank
         received under three substantially identical agreements amended in 1987
         in consideration of the waiver by Mr. Frank of his bankruptcy claims
         for annuity rights in the Company's predecessor's bankruptcy.

COMPENSATION AGREEMENTS

         Mr. Frank. In fiscal 1997, in light of the Company's financial
performance, Mr. Frank voluntarily reduced his annual salary by 50%. In February
1998, Mr. Frank's annual base salary was set by agreement at $50,000; he was
granted participation in a deferred compensation program commencing March 1,
1998 providing for the payment to him of $5,000 per month for twenty-four months
to compensate him for the portion of his salary voluntarily foregone by him; and
commencing March 1, 1998, Mr. Frank was made eligible to participate in a bonus
program pursuant to which the Compensation Committee of the Board of Directors
in its discretion and after reviewing the Company's performance and cash
position may grant to him on a quarterly basis a bonus not to exceed $25,000 in
the aggregate in any one fiscal year. In fiscal 2001, Mr. Frank was paid $25,000
in respect of this bonus plan.

         Mr. Frank also receives compensation of $13,908 per year, in the
aggregate, under three substantially identical agreements amended in 1987 in
consideration of the waiver by Mr. Frank of his bankruptcy claims for annuity
rights in the Company's predecessor's bankruptcy. The amended agreements provide
for payments to be made for a period of fifteen years subsequent to January 1988
of $6,504, $5,508 and $1,896 per year for the three agreements, respectively.



                                       14
<PAGE>   16



         Mr. Allan. The Company has an employment agreement with Mr. Allan
(sometimes hereinafter referred to as the "executive") which commenced May 1,
2000 that provides for a base salary of $133,000 with annual salary increases.
The agreement provides for the payment of an annual management bonus based upon
the defined profits of the Company's operating division. The aggregate amount of
such management bonus payable each year to the executive and to all other
executives is not to exceed 8% of such defined profits and the allocation
thereof is made by the Compensation Committee of the Company based on
recommendations of Mr. Frank as Chief Executive Officer. Mr. Allan is also
entitled to an executive bonus calculated as a percentage of defined annual
profits of the Company that exceed $2,000,000. The initial term of the agreement
expires on September 30, 2003, and may be extended on a year-to-year basis.

         The agreement also provides that if the executive's employment
terminates by reason of his death or disability, he is entitled to the greater
of one year's salary or the salary for the balance of the term of the agreement
and the management bonus that would otherwise have been paid to him. If the
executive's employment is otherwise terminated without cause, he is entitled to
his salary and bonuses for the greater of one year or the balance of the term of
the agreement.

         The agreement also provides for certain termination rights in the event
of a change in control of the Company. Change in control is defined to include
certain changes in the make-up of the Company's board of directors or a sale of
the Company's assets or business. The executive has the right to terminate his
employment within six months following a change in control and be paid his base
salary for a period of up to 24 months following such termination. In the event
of any termination other than for cause, or voluntary resignation in the absence
of a change in control, the executive's options become fully exercisable for a
period of one-year following termination. If a change in control had occurred on
May 1, 2001, and if Mr. Allan had exercised his rights of termination, payments
by the Company would have been approximately $266,000 in the aggregate.

STOCK OPTION GRANTS.

         During fiscal 2001 no option grants relating to the Company's shares
were made to any of the named executives officers. In August 1999, 9,750 and
7,750 options for shares of Oakhurst stock were granted to Messrs. Allan and
Frank, respectively. These options vest over a four year period, with
one-quarter of the total immediately exercisable.

AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

         During fiscal 2001, no options were exercised by any of the named
executive officers.

         The following table sets forth certain information at February 28,
2001, the Company's fiscal year end, based upon (i) the average of the bid and
ask price per share of the Company's common stock ($0.06) on that date, and (ii)
the closing price per share of Oakhurst's common stock, ($0.75) on that date, as
they relate to stock options held at that date by each of the individuals named
in the Summary Compensation Table. The "value" of unexercised in-the-money
options is the difference between the market value of the common stock subject
to the options at February 28, 2001 and the exercise (purchase) price of the
option shares.

<TABLE>
<CAPTION>
                                                Number of Securities                 Value of Unexercised
                                               Underlying Unexercised                In-The-Money Options
                                             Options at Fiscal Year End               at Fiscal Year End
                                           Exercisable      Unexercisable       Exercisable       Unexercisable
                                           -----------      -------------       -----------       -------------
<S>                                        <C>              <C>                 <C>               <C>
THE COMPANY'S COMMON STOCK
Bernard H. Frank                              23,141              --                --                 --
Terrance W. Allan                              9,257              --                --                 --

OAKHURST COMMON STOCK
Bernard H. Frank                              72,202            3,875               --                 --
Terrance W. Allan                             34,207            4,874               --                 --
</TABLE>



                                       15
<PAGE>   17



REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION FOR THE FISCAL
YEAR ENDED FEBRUARY 28, 2001.

         This report has been prepared by the Compensation Committee of the
Board of Directors of the Company and addresses the Company's compensation
policies with respect to the Chief Executive Officer and executive officers of
the Company in general for the 2001 fiscal year. Except for Mr. Frank, each
member of the Committee is a non-employee director.

COMPENSATION POLICY

         The overall intent of the Committee in respect of executive officers is
to establish levels of compensation that provide appropriate incentives in order
to command high levels of individual performance and thereby increase the value
of the Company to its stockholders, and that are sufficiently competitive to
retain and attract the skills required for the success and profitability of the
Company. The principal components of executive compensation are salary and
bonus.

CHIEF EXECUTIVE OFFICER'S AND OTHER EXECUTIVE OFFICER'S COMPENSATION

         Both executive officers are compensated under a written employment
agreement. These agreements are reviewed by Oakhurst's Compensation Committee
and approved by the Company's Compensation Committee with Mr. Frank abstaining
from voting on his own agreement.

MESSRS. FRANK AND ALLAN

         Salary. Both executives are long term employees of the Company and its
predecessor, and Mr. Frank is a founder of the original business. Accordingly,
the salary of each executive was based on the level of his prior salary and the
subjective judgement of the members of the Committee as to the value of the
executive's past contribution and potential future contribution to the
profitability of the business.

         Bonuses. Bonus is paid pursuant to the terms of each executive
officer's employment agreement described above under the heading "Compensation
Agreements."

         Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code (enacted in 1993) generally disallows a tax deduction
to public companies for compensation over $1 million paid to its chief executive
officer and its four other most highly compensated executives. The Company's
compensation payable to any one executive officer (including potential income
from outstanding stock options) is currently and for the foreseeable future
unlikely to reach that threshold. In addition, because of the significant net
operating loss carry-forwards of the Company, the deductibility of compensation
payments is not currently an issue. However, should circumstances change, the
Compensation Committee will study the matter and make recommendations to the
Board of Directors.

The Compensation Committee:   Robert M. Davies
                              Joel S. Lever
                              Bernard H. Frank




                                       16
<PAGE>   18




COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Mr. Frank is a director, executive officer and employee of the Company
and a director and executive officer of Oakhurst. Messrs. Davies and Lever also
serve as directors of Oakhurst.

DIRECTORS' COMPENSATION

         No fees are paid to directors for attendance at board or committee
meetings. However, board members are entitled to reimbursement of out-of-pocket
expenses incurred in attending such meetings.


The Performance Graph and the Report of the Compensation Committee on Executive
Compensation in this Item 11 are not and shall not be deemed incorporated by
reference into any filings of the Company with the Securities and Exchange
Commission by implication or by any reference in any such filings to this Proxy
Statement.

                                   ----------

PERFORMANCE GRAPH

         The following graph assumes an investment of $100 on February 28, 1996
and compares annual changes thereafter in the market price of the Company's
Common Stock with (i) the Dow Jones Global US Market Index (a broad market
index), and (ii) the Dow Jones Retailers - Other Specialty Index, a group of
companies whose marketing strategy is focused on a limited product line, such as
automotive parts. Both indices are published in the Wall Street Journal.

                            STEEL CITY PRODUCTS, INC.

                                    [CHART]

<TABLE>
<CAPTION>
                     Dow Jones -               Dow Jones -              Steel City
              Other Specialty Retailers       Total Return             Products, Inc.
              -------------------------       ------------             --------------

<S>           <C>                             <C>                       <C>
   1996                  100                        100                       100
   1997                  119                        124                       100
   1998                  162                        166                        50
   1999                  228                        192                        50
   2000                  257                        229                        58
   2001                  205                        201                       104
</TABLE>


                                       17
<PAGE>   19

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

         The following tables set forth certain information regarding beneficial
ownership of the Common Stock at May 1, 2001. Except as otherwise indicated in
the footnotes, the Company believes that the beneficial owners of the Common
Stock listed in this Item 12, based on information furnished by such owners,
have sole investment and voting power with respect to the shares of Common Stock
shown as beneficially owned by them.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL HOLDERS

         This table sets forth certain information regarding beneficial
ownership of the Common Stock by each person known by the Company to own
beneficially more than 5% of the outstanding Common Stock.


<TABLE>
<CAPTION>
Name and Address                                         Number of Shares of             Percentage of
of Beneficial Owner                                   Series A Preferred Stock                Class
-------------------                                   ------------------------          ----------------
<S>                                                   <C>                               <C>
Oakhurst Company, Inc.                                        1,938,526                     100%
2751 Centerville Road, Suite 3131
Wilmington, Delaware 19808
</TABLE>

<TABLE>
<CAPTION>
Name and Address                                        Number of Shares of              Percentage of
of Beneficial Owner                                        Common Stock                       Class
-------------------                                     -------------------             ----------------
<S>                                                        <C>                          <C>
Oakhurst Company, Inc.                                           286,955                     10.0%
2751 Centerville Road, Suite 3131
Wilmington, Delaware 19808
</TABLE>

SECURITY OWNERSHIP OF MANAGEMENT

         This table sets forth information regarding beneficial ownership of the
Company's Common Stock (including Common Stock issuable upon exercise of
outstanding options) by each director, each executive officer named in the
"Summary Compensation Table," in Item 11, above, and by all directors and
executive officers of the Company as a group. The directors and officers of the
Company have furnished the information themselves. No director or officer owns
any shares of Preferred Stock of the Company.

<TABLE>
<CAPTION>
                                                            Number of Shares of      Percentage of
               Name                                            Common Stock             Class
               ----
<S>                                                         <C>                      <C>
               Maarten D. Hemsley                                113,419(1)              3.4%
               Joel S. Lever                                      40,819                 1.3%
               Bernard H. Frank                                   23,141(1)                *
               Mark Auerbach                                      16,662(1)                *
               Terrance W. Allan                                   9,257(1)                *
               John D. Abernathy                                      --                  --
               Robert M. Davies                                       --                  --

               All directors and executive officers
               as a group, 5 persons                             203,298                   6%
</TABLE>

*  Less than 1%

(1) These shares are purchasable under outstanding stock options, exercisable at
$0.625 per share.




                                       18
<PAGE>   20

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Reference is made to "Compensation of Directors" and "Compensation
Committee Interlocks and Insider Participation" in Item 11, above.





                                       19
<PAGE>   21

                                     PART IV


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


(a)  Documents filed as a part of this report.

     1.  Financial Statements:

         Independent Auditors' Report

         Consolidated Balance Sheets: February 28, 2001 and February 29, 2000

         Consolidated Statements of Operations for the fiscal years ended
              February 28, 2001, February 29, 2000, and February 28, 1999

         Consolidated Statements of Stockholders' Deficiency for the fiscal
              years ended February 28, 2001, February 29, 2000, and February 28,
              1999

         Consolidated Statements of Cash Flows for the fiscal years ended
              February 28, 2001, February 29, 2000, and February 28, 1999

         Notes to Consolidated Financial Statements

     2.  Schedule II - Valuation and Qualifying Accounts All other schedules
         are omitted because they are not applicable or the required
         information is shown in the financial statements or the notes thereto.

     3.  Exhibits

Exhibit No.      Description

     3.1          Restated Certificate of Incorporation (filed as Exhibit 3(a)
                  to the Company's Annual Report on Form 10-K for the fiscal
                  year ended February 27, 1993).

     3.2          By-laws of the Company as amended through May 17, 1993 (filed
                  as Exhibit 3.2 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended February 26, 1994).

   #10.1          Employment Agreement with Bernard H. Frank dated as of April
                  1, 1998 (filed as Exhibit 10.1 to the Company's Annual Report
                  on Form 10-K for the fiscal year ended February 28, 1999).

   #10.2          Employment Agreement with Terrance W. Allan dated as of
                  September 1, 1993 (filed as Exhibit 10.3 to the Company's
                  Annual Report of Form 10-K for the fiscal year ended February
                  26, 1994).

   #10.4          Form of Option Agreement dated August 29, 1991 with directors
                  and executive officers (filed as Exhibit 10(t) to the
                  Company's Annual report on Form 10-K for the fiscal year ended
                  February 29, 1992).



                                       20
<PAGE>   22

    10.5          Note Agreements with William T. Apgar, Liquidating Trustee for
                  the Retail Acquisition Corp. Amended Plan of Reorganization,
                  (filed as Exhibit 10(w) the Company's Annual Report on Form
                  10-K for the fiscal year ended February 27, 1993).

    10.6          Trademark & Trade Name License Agreement between Oakhurst
                  Holdings, Inc. and Steel City Products, Inc., dated August 16,
                  1995, (filed as exhibit #10.12 to the Company's Annual Report
                  on Form 10-K for the fiscal year ended February 29, 1996).

    10.7          Corporate Services Agreement between Steel City Products, Inc.
                  and Oakhurst Management Corporation dated June 1, 1995, (filed
                  as exhibit #10.13 to the Company's Annual Report on Form 10-K
                  for the fiscal year ended February 29, 1996).

    10.8          Lease agreement by and between Regional Industrial Development
                  Corporation of Southwestern Pennsylvania and Steel City
                  Products, Inc., dated November 11, 1997- (filed as exhibit #10
                  to the Company's Form 10-K for the year ended February 28,
                  1998)

    *#10.9        Lease agreement by and between SPEDD, Inc. and Steel City
                  Products, Inc. dated November 21. 2000.

    *#10.10       Employment Agreement with Terrance W. Allan dated as of May 1,
                  2000.

    18.1          Letter regarding change in accounting principle (filed as
                  exhibit 18.1 to the Company's Form 10-K for the year ended
                  February 28, 1999).

    21            Subsidiaries at February 28, 2001: Oakhurst Holdings,
                  Incorporated - Delaware

----------

# Management contract or compensatory plan or arrangement.

* Filed herewith


(b)  Reports on Form 8-K:

         No Reports on Form 8-K were filed during the last quarter of the fiscal
year ended February 28, 2001.





                                       21
<PAGE>   23

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Steel City Products, Inc.:


We have audited the accompanying consolidated balance sheets of Steel City
Products, Inc. and subsidiary as of February 28, 2001 and February 29, 2000, and
the related consolidated statements of operations, stockholders' deficiency, and
cash flows for the years ended February 28, 2001, February 29, 2000, and
February 28, 1999. Our audits also included the consolidated financial statement
schedule listed at Item 14(a)(2). These consolidated financial statements and
consolidated financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
consolidated financial statements and consolidated financial statement schedule
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 Steel City Products, Inc. and
subsidiary as of February 28, 2001 and February 29, 2000, and the results of
their operations and their cash flows for the years ended February 28, 2001,
February 29, 2000 and February 28, 1999 in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, the
consolidated financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth herein.





/s/ Deloitte and Touche, LLP

Pittsburgh, Pennsylvania
July 6, 2001



                                       22


<PAGE>   24
                            STEEL CITY PRODUCTS, INC.
                           CONSOLIDATED BALANCE SHEETS
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>
                                                                                        February 28, February 29,
                                                                                            2001        2000
                                                                                        ------------ ------------
                                      ASSETS
<S>                                                                                     <C>          <C>
Current assets:
     Cash .............................................................................   $     83    $      7
     Trade accounts receivable, less allowance of $191 and $230, respectively .........      2,591       2,478
     Inventories ......................................................................      4,151       4,795
     Other ............................................................................         66          81
                                                                                          --------    --------
               Total current assets ...................................................      6,891       7,361

Property and equipment, at cost .......................................................      1,286       1,160
     Less accumulated depreciation ....................................................       (901)       (782)
                                                                                          --------    --------
                                                                                               385         378
Other assets ..........................................................................        162         171
                                                                                          --------    --------
                                                                                          $  7,438    $  7,910
                                                                                          ========    ========

                     LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
     Accounts payable .................................................................   $  4,389    $  4,869
     Accrued compensation .............................................................        356         374
     Current maturities of long-term obligations ......................................         77         209
     Other ............................................................................        108         132
                                                                                          --------    --------
               Total current liabilities ..............................................      4,930       5,584
                                                                                          --------    --------


Long-term obligations:
     Long-term debt ...................................................................      3,464       3,172
     Other long-term obligations ......................................................        169         180
                                                                                          --------    --------
                                                                                             3,633       3,352
                                                                                          --------    --------
Commitments and contingencies .........................................................         --          --

Stockholders' deficiency:
     Preferred stock, par value $0.01 per share; authorized 5,000,000 shares,
           issued 1,938,526 shares; liquidation preference $10,135 ....................         19          19
     Common stock, par value $0.01 per share; authorized 5,000,000 shares,
          issued 3,238,061 shares .....................................................         32          32
     Additional paid-in capital .......................................................     43,824      43,824
     Deficit ..........................................................................    (36,016)    (36,570)
     Advances to Oakhurst Company, Inc. (See Note 3) ..................................     (8,983)     (8,330)
     Treasury stock, at cost, 207 common shares .......................................         (1)         (1)
                                                                                          --------    --------
              Total stockholders' deficiency ..........................................     (1,125)     (1,026)
                                                                                          --------    --------
                                                                                          $  7,438    $  7,910
                                                                                          ========    ========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       23
<PAGE>   25

                            STEEL CITY PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                         Fiscal Year     Fiscal Year    Fiscal Year
                                                                            Ended           Ended         Ended
                                                                         February 28,    February 29,   February 28,
                                                                              2001          2000           1999
                                                                         ------------    -----------    ------------
<S>                                                                       <C>            <C>            <C>
Sales .................................................................   $    20,694    $    20,142    $    18,092
Other income ..........................................................           864            711            738
                                                                          -----------    -----------    -----------
                                                                               21,558         20,853         18,830
                                                                          -----------    -----------    -----------

Cost of goods sold, including occupancy and buying expenses ...........        16,538         16,255         14,754
Operating, selling and administrative expenses ........................         3,976          3,859          3,795
Provision for doubtful accounts .......................................            30             57             26
Interest expense ......................................................           433            349            290
                                                                          -----------    -----------    -----------
                                                                               20,977         20,520         18,865
                                                                          -----------    -----------    -----------
Income (loss) before undistributed earnings of affiliate
    and income taxes ..................................................           581            333            (35)

Undistributed earnings of affiliate ...................................            --             --            196

Income tax expense ....................................................            27             10              8
                                                                          -----------    -----------    -----------
Net income ............................................................           554            323            153

Effect of Series A Preferred Stock dividends ..........................        (1,014)        (1,014)        (1,014)
                                                                          -----------    -----------    -----------

Net loss attributable to common stockholders ..........................   $      (460)   $      (691)   $      (861)
                                                                          ===========    ===========    ===========

Basic and diluted net loss per share:
     Net loss attributable to common stockholders after
          preferred stock dividends ...................................   $     (0.14)   $     (0.21)   $     (0.27)
                                                                          ===========    ===========    ===========

Weighted average number of shares outstanding used in
     computing per share amounts ......................................     3,238,061      3,238,061      3,238,061
                                                                          ===========    ===========    ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       24
<PAGE>   26

                            STEEL CITY PRODUCTS, INC.
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                         Advances
                                                             Additional                 to Oakhurst
                                 Preferred       Common       Paid-In      Retained      Company,     Treasury
                                   stock         stock        Capital       Deficit        Inc.         stock         Totals
                                 ----------    ----------    ----------   ----------    ----------    ----------    ----------

<S>                              <C>           <C>           <C>          <C>           <C>           <C>           <C>
BALANCE AT FEBRUARY 28, 1998     $       19    $       32    $   43,824   $  (37,046)   $   (6,722)   $       (1)   $      106
Change in advances to Oakhurst
Company, Inc.                                                                               (1,085)                     (1,085)
Net income                                                                       153                                       153
                                 ----------    ----------    ----------   ----------    ----------    ----------    ----------
BALANCE AT FEBRUARY 28, 1999             19            32        43,824      (36,893)       (7,807)           (1)         (826)
Change in advances to Oakhurst
Company, Inc.                                                                                 (523)                       (523)
Net income                                                                       323                                       323
                                 ----------    ----------    ----------   ----------    ----------    ----------    ----------
BALANCE AT FEBRUARY 29, 2000             19            32        43,824      (36,570)       (8,330)           (1)       (1,026)
Change in advances to Oakhurst
Company, Inc.                                                                                 (653)                       (653)
Net income                                                                       554                                       554
                                 ----------    ----------    ----------   ----------    ----------    ----------    ----------
BALANCE AT FEBRUARY 28, 2001     $       19    $       32    $   43,824   $  (36,016)   $   (8,983)   $       (1)   $   (1,125)
                                 ==========    ==========    ==========   ==========    ==========    ==========    ==========
</TABLE>


    The accompanying notes are an integral part of these financial statements





                                       25
<PAGE>   27


                            STEEL CITY PRODUCTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (DOLLAR AMOUNTS IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                          Fiscal year         Fiscal year           Fiscal year
                                                                             Ended               Ended                 Ended
                                                                       February 28, 2001    February 29, 2000    February 28, 1999
                                                                       -----------------    -----------------    -----------------

<S>                                                                     <C>                  <C>                  <C>
Cash flows from operating activities:
      Net income ..................................................     $           554      $           323      $           153
      Adjustments to reconcile net income to net
      cash provided by operating activities:
         Depreciation and amortization ............................                 144                  176                   99
         Undistributed earnings of affiliate ......................                  --                   --                 (196)
         Other ....................................................                (164)                  (5)                (104)
      Other changes in operating assets and liabilities:
         Accounts receivable ......................................                (113)                (305)                 525
         Inventories ..............................................                 644                 (848)                   4
         Accounts payable .........................................                (480)                 934                    9
         Other ....................................................                  (5)                  63                   20
                                                                        ---------------      ---------------      ---------------

Net cash provided by operating activities .........................                 580                  338                  510
                                                                        ---------------      ---------------      ---------------


Cash flows from investing activities:
      Additions to property and equipment .........................                 (55)                 (69)                (177)
                                                                        ---------------      ---------------      ---------------


Cash flows from financing activities:
      Net borrowings under revolving credit agreement .............                 292                  386                  716
      Repayment of Creditor Notes .................................                  --                   --                 (190)
      Net increase in advances to Oakhurst ........................                (653)                (523)              (1,085)
      Proceeds from long-term borrowings ..........................                  --                   --                  263
      Principal payments on long-term obligations .................                 (68)                 (67)                 (36)
      Deferred loan costs .........................................                 (20)                 (60)                  --
                                                                        ---------------      ---------------      ---------------
Net cash provided by financing activities .........................                (449)                (264)                (332)
                                                                        ---------------      ---------------      ---------------

Net increase in cash ..............................................                  76                    5                    1
Cash at beginning of year .........................................                   7                    2                    1
                                                                        ---------------      ---------------      ---------------
Cash at end of year ...............................................     $            83      $             7      $             2
                                                                        ===============      ===============      ===============


Supplemental disclosures of cash flow information:
      Cash paid during the year for:
      Interest ....................................................     $           452      $           343      $           337
                                                                        ===============      ===============      ===============
      Income taxes, net of refunds received .......................     $             1      $             1      $            10
                                                                        ===============      ===============      ===============

Supplemental disclosure of non-cash financing activities:
      Capital lease obligations for new equipment .................     $            71      $            --      $           144
                                                                        ===============      ===============      ===============
</TABLE>






   The accompanying notes are an integral part of these financial statements



                                       26
<PAGE>   28


                            STEEL CITY PRODUCTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

         The accompanying consolidated financial statements include the accounts
of subsidiaries for which the Company has a greater than 50% ownership interest
and all significant intercompany accounts and transactions have been eliminated
in consolidation.

Business Activities:

         Steel City Products, Inc. ("SCPI" or "the Company") is a wholesale
distributor primarily of automotive accessories, operating under the trade name
Steel City Products, selling mainly to discount retail chains, hardware and
supermarket retailers, drug stores and to automotive specialty stores, based
principally in the Northeastern United States. In fiscal 1997, SCPI also began
distributing non-food pet supplies, primarily to supermarket retailers and in
fiscal 2001, expanded its distribution business to include lawn and garden
products. SCPI is a majority-owned subsidiary of Oakhurst Company, Inc.,
("Oakhurst") (see Note 2).

Use of Estimates:

         The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and the 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.

Fiscal Year:

         The Company's fiscal year ends on the last day of February.

Inventories:

         Inventories are valued at the lower of cost as determined by the
first-in first-out (FIFO) method, or market.

Property and Equipment:

         Depreciation and amortization are computed using the straight-line
method. Estimated useful lives used for computing depreciation and amortization
is: leasehold improvements, 10 years; and office furniture, warehouse equipment
and vehicles, 3-10 years. Depreciation expense was approximately $118,000,
$109,000 and $92,000 in fiscal 2001, 2000 and 1999, respectively.

Other Assets:

         Other assets include goodwill associated with the acquisition in 1969
of Steel City Products, which is being amortized over a 40-year period. The
unamortized carrying value at February 28, 2001 and February 29, 2000 is
approximately $135,000 and $141,000, respectively.

         SCPI periodically evaluates its long-lived assets to assess whether the
carrying values have been impaired, using the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the





                                       27
<PAGE>   29

Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". No
such write-downs due to impairment were recorded in fiscal 2001, 2000 or 1999.

Equipment Under Capital Leases:

         The Company accounts for capital leases, which transfer substantially
all the benefits and risks incident to the ownership of the property to the
Company, as the acquisition of an asset and the incurrence of an obligation.
Under this method of accounting, the cost of the leased asset is amortized
principally using the straight-line method over its estimated useful life and
the obligation, including interest thereon, is liquidated over the life of the
lease. Depreciation expense on leased equipment and the related accumulated
depreciation is included with that of owned equipment.

Revenue Recognition:

         Revenues are recognized when all of the following criteria are met:

                  -        There is persuasive evidence that an arrangement
                           exists

                  -        Shipment has occurred

                  -        The sales price to the buyer is fixed and
                           determinable, and

                  -        Collectibility is reasonably assured.

Shipping and Handling:

         Shipping costs are included as cost of goods sold.

         Expenses incurred for handling goods in preparation for shipment to
customers totaled $815,000, $790,000 and $788,000 during fiscal 2001, 2000 and
1999, respectively. These expenses are primarily related to warehouse personnel
and are presented in the financial statements as part of operating, selling and
administrative expenses.

Federal Income Taxes:

         SCPI utilizes an asset and liability approach to accounting for income
taxes. Deferred tax liabilities and assets are recognized for the future tax
consequences of events that have already been recognized in the financial
statements or tax returns. Net deferred tax assets are recognized to the extent
that management believes that realization of such benefits is more likely than
not. Changes in enacted tax rates or laws may result in adjustments to the
recorded deferred tax assets or liabilities in the period that the tax law is
enacted (see Note 7).

         SCPI is included in the consolidated federal income tax return of
Oakhurst. For financial reporting purposes, income taxes are calculated on a
stand-alone basis.

Earnings Per Share:

         Basic earnings or loss per share is computed by dividing net earnings
or loss by the weighted average number of common shares outstanding during the
year. Loss per share amounts do not include shares of common stock issuable upon
the exercise of stock options since that would have an antidilutive effect and
reduce net loss per share. At February 28, 2001, February 29, 2000 and February
28, 1999, there were options to purchase 126,198 shares of common stock
outstanding.




                                       28
<PAGE>   30


Stock Based Compensation:

         The Company accounts for stock-based compensation using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", and related interpretations.

New Accounting Pronouncements:

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
133 "Accounting for Derivative Instruments and Hedging Activities" which is
required to be adopted in years beginning after June 15, 2000. The Company's
adoption of SFAS No. 133 on March 1, 2001 had no effect on its financial
position or results of operations.

2. CORPORATE REORGANIZATION

         In accordance with a merger transaction in 1991, SCPI issued to
Oakhurst shares of its common stock and Series A Preferred Stock so that the
aggregate fair market value of such stock owned by Oakhurst totaled
approximately 90% of the aggregate fair market value of SCPI. Oakhurst controls
approximately 90% of the outstanding voting power of SCPI and receives
substantially all of the benefit of operations through dividends on the
preferred stock.

         Under the merger transaction, SCPI was required for a period of five
years following the merger to issue to Oakhurst (or cancel) such number of
shares of Series A Preferred Stock and/or common stock as shall be necessary, in
accordance with periodic determinations, to maintain Oakhurst's aggregate stock
ownership of SCPI at 90%. Revaluations required subsequent to fiscal 1994 have
not been completed. Management expects that such revaluations, when complete,
will result in a cumulative decrease in the valuation of SCPI, and that
additional Series A Preferred shares outstanding and related dividends may be
canceled once such valuations are complete.

         The Series A Preferred Stock carries a dividend rate of $0.5228 per
share and has a redemption price and liquidation preference of $5.2282 per share
plus any accumulated dividends in arrears. Through February 28, 2001, dividends
of approximately $9.9 million have accumulated since the effective date of the
merger; of this amount, approximately $3.6 million has been declared by SCPI's
Board of Directors and paid. Approximately $6.3 million of undeclared dividends
in arrears were outstanding at February 28, 2001. The Series A Preferred Stock
has voting rights, which are ten times greater than the common stock voting
rights.

3. ADVANCES TO OAKHURST COMPANY, INC.

         SCPI participates in a cash concentration system with Oakhurst.
Available cash that has been transferred to Oakhurst has been reflected as an
addition to the advances to Oakhurst. Advances to Oakhurst bear interest at the
Citibank base rate plus 2%.

         Advances made to Oakhurst of $9.0 million and $8.3 million as of
February 28, 2001 and February 29, 2000, respectively, are classified as a
component of stockholders' deficiency because the repayment of these advances
from sources other than the declaration of SCPI's Series A preferred stock
dividends presently appears unlikely.





                                       29
<PAGE>   31

4. PROPERTY AND EQUIPMENT

         Property and equipment are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                February 28, 2001    February 29, 2000
                                                                -----------------    -----------------
<S>                                                              <C>                  <C>
Leasehold improvements .....................................     $           337      $           316
Office furniture, warehouse equipment and vehicles .........                 949                  844
                                                                 ---------------      ---------------
                                                                           1,286                1,160
Less accumulated depreciation ..............................                (901)                (782)
                                                                 ---------------      ---------------
                                                                 $           385      $           378
                                                                 ===============      ===============
</TABLE>

         Warehouse equipment financed under capital leases amounted to $253,900
and $182,921 for fiscal 2001 and fiscal 2000, respectively. Accumulated
depreciation related to such leases was $138,376 and $82,269 at February 28,
2001 and February 29, 2000, respectively.

5. LONG-TERM OBLIGATIONS

   Long-term obligations consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                                                  February 28, 2001     February 29, 2000
                                                                                  -----------------     -----------------
<S>                                                                               <C>                   <C>
Revolving Credit Agreement due in May 2003 ..................................     $           3,464     $           3,172
Capital lease obligations for computer and warehouse equipment, due
monthly through December 2005 ...............................................                   160                   128
Subordinated loan for leasehold improvements, due monthly through
October 2003 ................................................................                    55                    74
Other .......................................................................                    31                   187
                                                                                  -----------------     -----------------
                                                                                              3,710                 3,561
Less current portion ........................................................                    77                   209
                                                                                  -----------------     -----------------
                                                                                  $           3,633     $           3,352
                                                                                  =================     =================
</TABLE>

         In March 1996, Oakhurst obtained financing from an institutional lender
(the "Revolver"). The Revolver required that loans be made directly to
Oakhurst's subsidiaries, including SCPI. The Revolver is secured by the accounts
receivable, inventory and fixed assets of SCPI. In fiscal 2001 Oakhurst and SCPI
further amended the agreement to identify SCPI as the Borrower under the
revolving credit line (cross-collateralized by Oakhurst), to provide for a
renewal term through May 2003 and to limit the Revolver to a maximum of 4.5
million, subject to a borrowing base. The Revolver carries an interest rate
equal to Citibank N.A. base rate plus 2%. At February 28, 2001, the interest
rate on the Revolver was 10.5%.

         At February 28, 2001, the borrowing base under the Revolver was
approximately $3.7 million. During fiscal 2001, the borrowing base ranged from
$3.1 million to $5.3 million, and averaged approximately $4.1 million.

         In October 1998, SCPI obtained a low-interest loan from the
Redevelopment Authority of the City of McKeesport (the "Subordinated Loan"). The
Subordinated Loan, which is subordinated to the Revolver, was in the amount of
$98,000 and bears interest at the rate of 5% per annum. The loan is being repaid
in monthly installments through October 2003.

         Long-term obligations mature during each fiscal year as follows (in
thousands):

<TABLE>
<CAPTION>
Fiscal
------

<S>                                                         <C>
2002 ..................................................     $       77
2003 ..................................................             83
2004 ..................................................          3,524
2005 ..................................................             15
2006 ..................................................             11
                                                            ----------
Total .................................................     $    3,710
                                                            ==========
</TABLE>

         In July 2001, SCPI signed a commitment letter with a bank to enter into
a new two-year revolving line of credit in the amount of $4.5 million, subject
to a borrowing base. The new revolver carries an interest rate equal to prime
plus 1%. The lender's commitment is subject to certain terms and conditions.



                                       30
<PAGE>   32

6. FINANCIAL INSTRUMENTS

         Financial instruments at February 28, 2001 and February 29, 2000
include the Revolver and the Subordinated Loan. The fair value of these
instruments, which were estimated by management based on the rates available to
the Company for instruments of the same maturities, approximate the instruments'
carrying values.

7. INCOME TAXES AND DEFERRED TAX ASSET

         At February 28, 2001, SCPI and Oakhurst had net operating tax loss
carry-forwards (the "Tax Benefits") of approximately $167 million, which expire
in the years 2002 through 2021, which shelter most of SCPI's income from federal
income taxes. A change in control of SCPI or Oakhurst in any three-year period
exceeding 50% may lead to the loss of the majority of the Tax Benefits. In order
to reduce the likelihood of such a change of control occurring, SCPI's and
Oakhurst's Certificates of Incorporation include restrictions on the
registration of transfers of stock resulting in, or increasing, individual
holdings exceeding 4.5% of each company's common stock.

         Under SFAS No. 109, SCPI records as an asset the tax effect of its net
operating tax loss carry-forwards and other tax benefits, reduced by a valuation
allowance which reduces the net asset to the amount management believes more
likely than not will be realized. At the balance sheet date, existing deferred
tax assets are fully reserved and there were no deferred tax liabilities.

         Changes in business conditions and operating trends warrant periodic
management reviews of the recorded valuation allowance to determine if an
increase or decrease in such allowance would be appropriate.

         If future profit levels exceed current expectations, and economic or
business changes warrant upward revisions in the estimate of the realizable
value of net operating tax loss carry-forwards, the consequent reduction in the
valuation allowance would result in a corresponding deferred tax benefit in
future results of operations to the extent of the aggregate charges of $3.3
million to deferred tax expense in prior years, and any benefit in excess of
such charge would be reflected as an addition to paid-in capital. The accounting
treatment to increase paid-in capital results from SCPI's quasi-reorganization
accounting in fiscal 1990.

         The deferred tax effects of temporary differences are not significant
and current income tax expense represents state income taxes. There are no
federal income taxes due to the significant net operating tax loss
carry-forwards.

         Income tax expense consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                                   Fiscal Year Ended
                                              February 28, 2001    February 29, 2000    February 28, 1999
                                              -----------------    -----------------    -----------------
<S>                                           <C>                  <C>                  <C>
Current tax expense                           $             225    $              96    $               8
Current tax benefit from utilization of net
operating tax loss carry-forwards                          (198)                 (86)                  --
                                              -----------------    -----------------    -----------------
Income tax expense                            $              27    $              10    $               8
                                              =================    =================    =================
</TABLE>




                                       31
<PAGE>   33

         The income tax provision differs from the amount computed using the
statutory federal income tax rate of 34% applied to net income before taxes for
the following reasons (in thousands):

<TABLE>
<CAPTION>
                                                                                   Fiscal Year Ended
                                                              February 28, 2001    February 29, 2000    February 28, 1999
                                                              -----------------    -----------------    -----------------

<S>                                                           <C>                  <C>                  <C>
Tax expense based on the U.S. federal statutory rate          $             198    $             113    $              55
State income tax expense net of refunds and federal benefit                  22                    7                   10
Equity in undistributed income                                               --                   --                  (67)
Decrease in deferred tax asset valuation allowance                         (198)                 (86)                  --
Other                                                                         5                  (24)                  10
                                                              -----------------    -----------------    -----------------
Income tax expense                                            $              27    $              10    $               8
                                                              =================    =================    =================
</TABLE>

         The availability of the net operating tax loss carry-forwards may be
adversely affected by future ownership changes of SCPI or Oakhurst; at this
time, such changes cannot be predicted. SCPI's and Oakhurst's estimated
operating tax loss carry-forwards at February 28, 2001 expire as follows (in
thousands):

<TABLE>
<CAPTION>
Fiscal
------
<S>                              <C>
2002                             $   13,000
2003                                 52,000
2004                                 22,000
2005                                 49,000
2006                                 13,000
2011                                  1,000
2012                                  2,000
2013                                  3,000
Thereafter                           12,000
                                 ----------
                                 $  167,000
                                 ==========
</TABLE>

8. DISCONTINUED RETAIL OPERATIONS

         SCPI disposed of its former Retail Division to an unrelated company,
Retail Acquisition Corp. ("RAC") in September 1990 when RAC acquired
substantially all the assets of the former division and assumed substantially
all of its liabilities. SCPI remained contingently liable for certain of these
liabilities. Subsequently, RAC was forced into bankruptcy and in fiscal 1993,
SCPI participated in a global settlement pursuant to which SCPI issued $2.5
million of non-interest bearing notes (the "Creditor Notes") solely for the
benefit of contingent creditors. In return, SCPI and Oakhurst were relieved of
any further obligations to contingent creditors, except for payment on the
Creditor Notes.

         The Creditor Notes, which were non-interest bearing, were payable upon
presentment in equal annual installments through July 1998. The Creditor Notes
were discounted using an imputed interest rate of 7.5%. Imputed interest expense
of approximately $9,000 was recorded for fiscal 1999. There was no imputed
interest expense recorded in fiscal 2001 or fiscal 2000. In addition, income of
approximately $144,000, $5,000 and $127,000 associated with the expiration of
Creditor Notes was included in other income for fiscal 2001, fiscal 2000 and
fiscal 1999, respectively.

9. STOCK OPTIONS

          In fiscal 1992, the Board of Directors granted options to purchase
215,987 shares of common stock to key employees and to members of the Board of
Directors. The exercise price of the options, which was equal to the market
value of the stock at the date of the grant, is $0.625. In fiscal 1997, 89,789
options expired. As of February 28, 2001, no options had been exercised; all
options are fully vested and will remain exercisable through January 2002. Stock
options outstanding at February 28, 2001 and February 29, 2000 were 126,198 and
126,198, respectively.



                                       32
<PAGE>   34


10. EMPLOYEE PENSION PLAN

         Steel City Products, together with Oakhurst, maintains a profit-sharing
plan ("the Plan") covering substantially all of its employees, whereby employees
may contribute a percentage of compensation, limited to maximum allowed amounts
under the Internal Revenue Code. The Plan provides for discretionary employer
contributions, the level of which, if any, is to be determined annually by each
company's Board of Directors. There were no discretionary contributions made by
the Company for the years ended February 28, 2001, February 29, 2000 or February
28, 1999.

11. OPERATING LEASE

         In December 1997, the Company entered into an operating lease for its
warehouse with an initial term that expires January 1, 2003, with one additional
five-year renewal option. The lease requires minimum rental payments of $247,000
per annum, and payment by the Company of certain expenses such as liability
insurance, maintenance and other operating costs. With the addition of lawn and
garden business in fiscal 2001, the Company entered into a lease agreement for
additional warehouse and office space with an initial term of seven years,
expiring December 2007, with one additional renewal option.

         Minimum annual rentals for all operating leases having initial
non-cancelable lease terms in excess of one year are as follows (in thousands):

<TABLE>
<CAPTION>
           Fiscal
           ------
<S>                                                            <C>
           2002.............................................   $  377
           2003.............................................      348
           2004.............................................      162
           2005.............................................      173
           2006.............................................      183
           Thereafter.......................................      353
                                                               ------
           Total future minimum rental payments                $1,596
                                                               ======
</TABLE>

         Total rent expense for the fiscal years ended February 28, 2001,
February 29, 2000 and February 28, 1999 was approximately $268,000, $247,000 and
$247,000, respectively.

12. SEGMENT INFORMATION

         The Company's historical business has been the distribution of
automotive related accessories. The distribution of pet supplies was added as a
product line in fiscal 1996, and in fiscal 2001, the Company began to distribute
lawn and garden accessories. The Company operates in three operating segments,
automotive products, ("Auto"), non-food pet products, ("Pet") and lawn and
garden products ("Lawn"). Maarten Hemsley, the Chief Financial Officer of the
Company, reviews the operating profitability of each segment and its working
capital needs to allocate financial resources. The non-food pet operating
segment assets and the lawn and garden segment assets consists solely of its
inventory.

<TABLE>
<CAPTION>
FISCAL 2001
Segments                            Auto            Pet           Lawn         Corporate        Total
                                ------------   ------------   ------------   ------------    ------------
<S>                             <C>            <C>            <C>            <C>             <C>
Net sales                       $     17,653   $      2,642   $        399                   $     20,694
                                ============   ============   ============                   ============
Operating profit                $        619   $        355   $         44   $         (4)          1,014
Interest expense                                                                                      433
                                                                                             ------------
Income before taxes                                                                                   581
Income taxes                                                                                           27
                                                                                             ------------
Net income                                                                                   $        554
                                                                                             ============
Depreciation and amortization   $        118                                 $         26    $        144
Segment assets                  $      6,516   $        307   $        467   $        148    $      7,438
Capital expenditures            $        126                                                 $        126
</TABLE>





                                       33
<PAGE>   35

<TABLE>
<CAPTION>
FISCAL 2000
Segments                            Auto            Pet         Corporate        Total
                                ------------   ------------   ------------    ------------
<S>                             <C>            <C>            <C>             <C>
Net sales                       $     17,871   $      2,271                   $     20,142
                                ============   ============                   ============
Operating profit                $        521   $        321   $       (160)            682
Interest expense                                                                       349
                                                                              ------------
Income before taxes                                                                    333
Income taxes                                                                            10
                                                                              ------------
Net income                                                                    $        323
                                                                              ============
Depreciation and amortization   $        109                  $         65    $        174
Segment assets                  $      7,451   $        306   $        153    $      7,910
Capital expenditures            $         69                                  $         69
</TABLE>


<TABLE>
<CAPTION>
FISCAL 1999
Segments                                                  Auto             Pet        Corporate         Total
                                                      ------------    ------------   ------------    ------------
<S>                                                   <C>             <C>            <C>             <C>
Net sales                                             $     16,107    $      1,985                   $     18,092
                                                      ============    ============                   ============
Operating profit                                      $         82    $        285   $       (112)            255
Interest expense                                                                                              290
                                                                                                     ------------
Loss before undistributed earnings of affiliate and
income taxes                                                                                                  (35)
Undistributed earnings of affiliate                                                                           196
Income taxes                                                                                                   (8)
                                                                                                     ------------
Net income                                                                                           $        153
                                                                                                     ============
Depreciation and amortization                         $         92                   $          7    $         99
Segment assets                                        $      6,408    $        220   $        850    $      7,478
Capital expenditures                                  $        321                                   $        321
</TABLE>

13. MAJOR CUSTOMERS

         Sales to major customers representing individually more than 10% of
sales during any of the latest fiscal years were as follows (in thousands):

<TABLE>
<CAPTION>
                                  Fiscal Year Ended             Fiscal Year Ended           Fiscal Year Ended
                                  February 28, 2001             February 29, 2000           February 28, 1999
                               ----------------------         ---------------------       --------------------
                                Sales      % of sales          Sales     % of sales        Sales    % of sales
<S>                            <C>         <C>                <C>        <C>              <C>       <C>
Ames                           $3,746         18%             $3,144         16%          $1,955       11%
Kroger                         $2,057         10%             $2,037         10%          $1,745        9%
Giant Eagle                    $2,055         10%             $1,523          8%          $1,123        6%
</TABLE>

14. RELATED PARTY TRANSACTIONS

         In June 1995, SCPI engaged Oakhurst Management Corporation ("OMC"), a
wholly-owned subsidiary of Oakhurst, to provide certain legal, management,
investor relations, accounting, and tax services. SCPI's results for the fiscal
years ended 2001, 2000 and 1999 include charges of approximately $469,000,
$322,000 and $367,000, respectively, for these services.


                                       34
<PAGE>   36


15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

     (Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
Fiscal 2001 quarter ended                    May 31      August 31   November 30   February 28       Total
<S>                                        <C>          <C>          <C>           <C>           <C>
Sales                                      $    5,745   $    5,285   $    4,631    $    5,033    $   20,694
Gross profit                                    1,243        1,047          892           974         4,156
Net income                                        253          299          (15)           17           554
Preferred stock dividends                         253          255          255           251         1,014
Net income/(loss) attributable to common
stockholders                                       --   $       44   $     (270)   $     (234)   $     (460)

Net loss per share
 attributable to common stockholders               --   $     0.01   $    (0.08)   $    (0.07)   $    (0.14)
</TABLE>


<TABLE>
<CAPTION>
Fiscal 2000 quarter ended                        May 31       August 31    November 30   February 29      Total
<S>                                            <C>           <C>           <C>           <C>           <C>
Sales                                          $    5,625    $    5,328    $    4,696    $    4,493    $   20,142
Gross profit                                        1,169           955           889           874         3,887
Net income                                            214           159            15           (65)          323
Preferred stock dividends                             255           255           255           249         1,014
Net loss attributable to common stockholders   $      (41)   $      (96)   $     (240)   $     (314)   $     (691)

Net loss per share
 attributable to common stockholders           $    (0.01)   $    (0.03)   $    (0.07)   $    (0.10)   $    (0.21)
</TABLE>




                                       35
<PAGE>   37




                                   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.

                              STEEL CITY PRODUCTS, INC.


Dated: July 6, 2001           By:     /s/ Bernard H. Frank
                                 ---------------------------------------------
                                 Bernard H. Frank, Chief Executive Officer
                                 (duly authorized 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 and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURES                                                  TITLES                  DATE
----------                                                  ------                  ----


<S>                                              <C>                            <C>
       /s/   Bernard H. Frank                    Chairman of the Board          July 6, 2001
------------------------------------------       Chief Executive Officer
     Bernard H. Frank                                Director (principal
                                                     executive officer)

      /s/    Maarten D. Hemsley                  Chief Financial Officer        July 6, 2001
------------------------------------------       (principal financial and
Maarten D. Hemsley                                   accounting officer)
                                                     Director

      /s/    Terrance W. Allan                   Executive Vice President       July 6, 2001
------------------------------------------       Director
Terrance W. Allan


      /s/    John D. Abernathy                   Director                       July 6, 2001
------------------------------------------
John D. Abernathy


      /s/    Mark Auerbach                       Director                       July 6, 2001
------------------------------------------
Mark Auerbach


      /s/    Robert M. Davies                    Director                       July 6, 2001
------------------------------------------
Robert M. Davies


      /s/    Joel S. Lever                       Director                       July 6, 2001
------------------------------------------
Joel S. Lever
</TABLE>




                                       36
<PAGE>   38


                                                                     SCHEDULE II

                            STEEL CITY PRODUCTS, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                  Column A                    Column B                   Column C                   Column D         Column E
                                              Balance at                      Charges to other
                                             beginning of    Charged to costs    accounts -        Deductions -    Balance at end
                 Description                    period         and expenses       describe         describe(A)        of period

<S>                                        <C>               <C>               <C>               <C>               <C>
Allowance for doubtful accounts deducted
from trade accounts receivable:
Years ended:
February 28, 2001                          $           230                30                --                69   $           191
February 29, 2000                          $           244                51                --                65   $           230
February 28, 1999                          $           355                26                --               137   $           244
</TABLE>

(A)  Amounts were deemed uncollectible







                                       37



<PAGE>   39
                               INDEX TO EXHIBITS




<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER         DESCRIPTION
   ------         -----------
<S>               <C>
     3.1          Restated Certificate of Incorporation (filed as Exhibit 3(a)
                  to the Company's Annual Report on Form 10-K for the fiscal
                  year ended February 27, 1993).

     3.2          By-laws of the Company as amended through May 17, 1993 (filed
                  as Exhibit 3.2 to the Company's Annual Report on Form 10-K for
                  the fiscal year ended February 26, 1994).

   #10.1          Employment Agreement with Bernard H. Frank dated as of April
                  1, 1998 (filed as Exhibit 10.1 to the Company's Annual Report
                  on Form 10-K for the fiscal year ended February 28, 1999).

   #10.2          Employment Agreement with Terrance W. Allan dated as of
                  September 1, 1993 (filed as Exhibit 10.3 to the Company's
                  Annual Report of Form 10-K for the fiscal year ended February
                  26, 1994).

   #10.4          Form of Option Agreement dated August 29, 1991 with directors
                  and executive officers (filed as Exhibit 10(t) to the
                  Company's Annual report on Form 10-K for the fiscal year ended
                  February 29, 1992).
</TABLE>
<PAGE>   40
<TABLE>
<S>               <C>
    10.5          Note Agreements with William T. Apgar, Liquidating Trustee for
                  the Retail Acquisition Corp. Amended Plan of Reorganization,
                  (filed as Exhibit 10(w) the Company's Annual Report on Form
                  10-K for the fiscal year ended February 27, 1993).

    10.6          Trademark & Trade Name License Agreement between Oakhurst
                  Holdings, Inc. and Steel City Products, Inc., dated August 16,
                  1995, (filed as exhibit #10.12 to the Company's Annual Report
                  on Form 10-K for the fiscal year ended February 29, 1996).

    10.7          Corporate Services Agreement between Steel City Products, Inc.
                  and Oakhurst Management Corporation dated June 1, 1995, (filed
                  as exhibit #10.13 to the Company's Annual Report on Form 10-K
                  for the fiscal year ended February 29, 1996).

    10.8          Lease agreement by and between Regional Industrial Development
                  Corporation of Southwestern Pennsylvania and Steel City
                  Products, Inc., dated November 11, 1997- (filed as exhibit #10
                  to the Company's Form 10-K for the year ended February 28,
                  1998)

    *#10.9        Lease agreement by and between SPEDD, Inc. and Steel City
                  Products, Inc. dated November 21. 2000.

    *#10.10       Employment Agreement with Terrance W. Allan dated as of May 1,
                  2000.

    18.1          Letter regarding change in accounting principle (filed as
                  exhibit 18.1 to the Company's Form 10-K for the year ended
                  February 28, 1999).

    21            Subsidiaries at February 28, 2001: Oakhurst Holdings,
                  Incorporated - Delaware
</TABLE>

----------

# Management contract or compensatory plan or arrangement.

* Filed herewith