<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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


FOR QUARTERLY PERIOD ENDED JUNE 30, 1999
COMMISSION FILE NUMBER 1-12068


                                 MASCOTECH, INC.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



        DELAWARE                                              38-2513957
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                             IDENTIFICATION NO.)


  21001 VAN BORN ROAD, TAYLOR, MICHIGAN                          48180
-------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)



                                 (313) 274-7405
--------------------------------------------------------------------------------
                               (TELEPHONE NUMBER)



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, AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS
FOR THE PAST 90 DAYS.

                          YES   X     NO
                              ------     ------

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICAL DATE.

                                                   SHARES OUTSTANDING AT
               CLASS                                   JULY 31, 1999
               -----                               ---------------------

COMMON STOCK, PAR VALUE $1 PER SHARE                     44,670,000


<PAGE>   2




                                 MASCOTECH, INC.

                                      INDEX


<TABLE>
<CAPTION>
                                                                PAGE NO.
                                                                --------

<S>                                                               <C>
Part I.  Financial Information

  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheet -
              June 30, 1999 and December 31, 1998                   1

           Consolidated Condensed Statements of Income
              for the Three and Six Months Ended
              June 30, 1999 and 1998                                2

           Consolidated Condensed Statement of
              Cash Flows for the Six Months
              Ended June 30, 1999 and 1998                          3

           Notes to Consolidated Condensed Financial
              Statements                                           4-7

  Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                           8-11

Part II.   Other Information and Signature                        12-13
</TABLE>



<PAGE>   3



                          PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                 MASCOTECH, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEET
                       JUNE 30, 1999 AND DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>

                                               JUNE 30,        DECEMBER 31,
    ASSETS                                       1999              1998
    ------                                    ----------       ------------
<S>                                           <C>              <C>
Current assets:
    Cash and cash investments                 $   33,990       $   29,390
    Receivables                                  247,020          223,340
    Inventories                                  168,580          198,350
    Deferred and refundable income taxes          25,290           26,590
    Prepaid expenses and other assets             16,110           23,710
                                              ----------       ----------
              Total current assets               490,990          501,380

Equity and other investments in affiliates        98,940           93,560
Property and equipment, net                      661,190          678,130
Excess of cost over net assets of acquired
  companies                                      736,910          764,220
Notes receivable and other assets                 46,220           53,250
                                              ----------       ----------
              Total assets                    $2,034,250       $2,090,540
                                              ==========       ==========

    LIABILITIES
Current liabilities:
    Accounts payable                          $  106,870       $  114,830
    Accrued liabilities                          147,220          135,230
                                              ----------       ----------
              Total current liabilities          254,090          250,060

Convertible subordinated debentures              305,000          310,000
Long-term debt                                 1,009,070        1,078,240
Deferred income taxes and other long-term
  liabilities                                    202,490          198,360
                                              ----------       ----------
              Total liabilities                1,770,650        1,836,660
                                              ----------       ----------

    SHAREHOLDERS' EQUITY
Preferred stock, $1 par:
  Authorized:  25 million;
  Outstanding:  None                             ---              ---
Common stock, $1 par:
  Authorized:  250 million;
  Outstanding:  44.8 million and 45.8 million     44,780           45,780
Paid-in capital                                    1,730           16,820
Retained earnings                                289,530          245,860
Accumulated other comprehensive loss             (21,150)          (7,460)
Less:  Restricted stock awards                   (51,290)         (47,120)
                                              ----------       ----------
              Total shareholders' equity         263,600          253,880
                                              ----------       ----------
              Total liabilities and
                shareholders' equity          $2,034,250       $2,090,540
                                              ==========       ==========
</TABLE>



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

                                        1

<PAGE>   4



                                 MASCOTECH, INC.
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                      THREE MONTHS ENDED           SIX MONTHS ENDED
                                            JUNE 30                     JUNE 30
                                     ---------------------      ---------------------
                                        1999        1998           1999        1998
                                     ---------   ---------      ---------   ---------
<S>                                  <C>         <C>            <C>         <C>
Net sales                            $ 436,510   $ 433,480      $ 885,170   $ 834,240
Cost of sales                         (322,820)   (316,410)      (655,460)   (612,780)
Selling, general and
  administrative expenses              (55,250)    (54,370)      (112,400)    (99,930)
Gain (charge) for disposition of
  businesses, net                       16,540     (15,580)        26,550     (15,580)
Charge for asset impairment            (17,510)      ---          (17,510)      ---
                                     ---------   ---------      ---------   ---------

     Operating profit                   57,470      47,120        126,350     105,950
                                     ---------   ---------      ---------   ---------

Other income (expense), net:
   Interest expense                    (19,610)    (20,780)       (39,830)    (39,390)
   Equity and interest income
     from affiliates, net                3,800       4,020          5,530       6,120
   Loss from change in investment
     of an equity affiliate             (3,150)      ---           (3,150)      ---
   Deferred gain recognized from
     disposition of business             ---         ---            ---         7,000
   Other, net                              170         240         (3,480)      5,940
                                     ---------   ---------      ---------   ---------
                                       (18,790)    (16,520)       (40,930)    (20,330)
                                     ---------   ---------      ---------   ---------

Income before income taxes              38,680      30,600         85,420      85,620
Income taxes                            12,570         780         35,450      23,060
                                     ---------   ---------      ---------   ---------

Net income                           $  26,110   $  29,820      $  49,970   $  62,560
                                     =========   =========      =========   =========

Basic earnings per share                 $ .64       $ .68          $1.21       $1.42
                                         =====       =====          =====       =====
Diluted earnings per share               $ .51       $ .54          $ .98       $1.14
                                         =====       =====          =====       =====

Cash dividends declared per share        $ .07       $ .06          $ .14       $ .06
                                         =====       =====          =====       =====

Cash dividends paid per share            $ .07       $ .06          $ .14       $ .12
                                         =====       =====          =====       =====
</TABLE>
















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


                                        2

<PAGE>   5




                                 MASCOTECH, INC.
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                          SIX MONTHS ENDED
                                                              JUNE 30
                                                         -----------------
                                                         1999         1998
                                                         ----         ----
<S>                                                   <C>          <C>
CASH FROM (USED FOR):
     OPERATIONS:
         Net cash from earnings                       $  102,520   $  106,300
         (Increase) decrease in inventories               10,980       (2,630)
         (Increase) decrease in receivables              (38,830)     (22,940)
         Increase (decrease) in accounts payable
            and accrued liabilities                        2,250       12,870
         Decrease in marketable securities, net            ---         36,750
         Decrease (increase) in prepaid expenses
            and other current assets                       8,420          (10)
         Other, net                                       (4,040)      (1,210)
                                                      ----------   ----------
            Net cash from operating activities            81,300      129,130
                                                      ----------   ----------

     FINANCING:
         Payment of debt                                 (79,000)    (397,470)
         Increase in debt                                  4,260    1,063,550
         Payment of common stock dividends                (6,300)      (5,650)
         Retirement of Company common stock              (16,280)       ---
         Other, net                                       (6,720)     (17,280)
                                                      ----------   ----------
            Net cash from (used for) financing
               activities                               (104,040)     643,150
                                                      ----------   ----------

     INVESTMENTS:
         Capital expenditures                            (72,330)     (49,790)
         Cash received from sale of businesses, net       90,470       25,020
         Acquisition of businesses, net of
           cash acquired                                   ---       (840,990)
         Proceeds from redemptions of debt
            by affiliates                                  ---         80,500
         Other, net                                        9,200        2,500
                                                      ----------   ----------
            Net cash from (used for) investing
               activities                                 27,340     (782,760)
                                                      ----------   ----------

CASH AND CASH INVESTMENTS:
     Increase (decrease) for the six months                4,600      (10,480)
     At January 1                                         29,390       41,110
                                                      ----------   ----------
     At June 30                                       $   33,990   $   30,630
                                                      ==========   ==========

SUPPLEMENTAL CASH FLOW INFORMATION:

     Net cash paid during the period for:

          Interest                                    $   40,450   $   36,600
                                                      ==========   ==========

          Income taxes                                $   14,050   $   19,600
                                                      ==========   ==========

</TABLE>

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


                                        3

<PAGE>   6





                                 MASCOTECH, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.   In the opinion of the Company, the accompanying unaudited consolidated
     condensed financial statements contain all adjustments, which are normal
     and recurring in nature, necessary to present fairly its financial position
     as at June 30, 1999 and the results of operations for the three and six
     months ended June 30, 1999 and 1998 and cash flows for the six months ended
     June 30, 1999 and 1998. The results for first six months of 1998 include
     TriMas sales and operating results from date of acquisition. Certain
     amounts for the year ended December 31, 1998 have been reclassified to
     conform to the presentation adopted in 1999.

B.   Inventories by component are as follows (in thousands):

<TABLE>
<CAPTION>
                                                June 30,      December 31,
                                                  1999           1998
                                                --------       --------
<S>                                             <C>            <C>
          Finished goods                        $ 70,520       $ 87,810
          Work in process                         49,810         47,960
          Raw materials                           48,250         62,580
                                                --------       --------

                                                $168,580       $198,350
                                                ========       ========
</TABLE>

C.   Property and equipment, net reflects accumulated depreciation of $308
     million and $313 million as at June 30, 1999 and December 31, 1998,
     respectively.

D.   The Company's total comprehensive income for the period was as follows (in
     thousands):

<TABLE>
<CAPTION>
                                      Three Months Ended     Six Months Ended
                                            June 30              June 30
                                      ------------------    ------------------
                                        1999       1998       1999       1998
                                      -------    -------    --------   -------
<S>                                   <C>        <C>        <C>        <C>
         Net income                   $26,110    $29,820    $ 49,970   $62,560
         Other comprehensive loss      (2,910)       (60)    (13,690)   (2,110)
                                      -------    -------    --------   -------

           Total comprehensive income $23,200    $29,760    $ 36,280   $60,450
                                      =======    =======    ========   =======
</TABLE>


E.   In January 1998, the Company received $48 million of cash from MSX
     International, Inc. ("MSXI") in payment of certain amounts due MascoTech
     resulting from the sale of the Company's engineering and technical business
     services units to MSXI in early 1997. The Company realized a pre-tax gain
     of $7 million in the first quarter of 1998 resulting from the partial
     recognition of a gain that was deferred at the time of the sale, pending
     the receipt of cash.

F.   In June 1998, the Company recorded a pre-tax gain of approximately $25
     million related to the receipt of additional consideration based on the
     operating performance of the Company's stamping businesses sold in 1996.
     The gain, which is non taxable, is included in the caption "charge for
     disposition of businesses, net" in the income statement.




                                        4

<PAGE>   7



                                 MASCOTECH, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

G.   In the second quarter of 1998, the Company recorded a non-cash charge
     aggregating approximately $41 million pre-tax (approximately $22 million
     after tax or $.37 per common share) to reflect the write-down of certain
     long lived assets principally related to the plan to dispose of certain
     businesses and to accrue exit costs of approximately $8 million.

     In April 1999, the Company completed the sale of its aftermarket-related
     and vacuum metalizing businesses for total proceeds aggregating
     approximately $105 million, including $90 million of cash which was applied
     to reduce the Company's indebtedness, a note receivable of $6 million and
     retained equity interests in the ongoing businesses. These transactions
     resulted in a pre-tax gain of approximately $26.5 million ($15.2 million
     after tax), of which $10 million was recognized in the first quarter of
     1999. The $10 million first quarter 1999 gain included $15.2 million ($6
     million after-tax), resulting from the Company's revised estimate of the
     fair market value of certain assets held for sale at March 31, 1999 and a
     loss of approximately $5.2 million ($3.8 million after-tax) on a
     transaction that closed in March 1999. The remaining pre-tax gain on
     disposition of approximately $16.5 million ($13.0 million after-tax) was
     recognized in the second quarter of 1999.




















                                        5

<PAGE>   8



                                 MASCOTECH, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

H.   Effective December 31, 1998, the Company adopted SFAS No. 131, "Disclosure
     about Segments of an Enterprise and Related Information." The adoption of
     SFAS No. 131 did not affect results of operations or financial position but
     did affect the disclosure of segment information.

     The Company purchased TriMas in January 1998 and the segment data for 1998
     reflects TriMas as though the transaction had occurred on January 1, 1998,
     consistent with the Company's internal management reporting.

<TABLE>
<CAPTION>
                                         Three Months Ended      Six Months Ended
                                               June 30                June 30
                                         -------------------    -------------------
                                           1999       1998        1999       1998
                                         --------   --------    --------   --------
<S>                                      <C>        <C>         <C>        <C>
REVENUES FROM EXTERNAL CUSTOMERS
Specialty Metal Formed Products          $206,250   $192,420    $408,950   $394,050
Towing Systems                             79,060     74,530     148,150    131,820
Specialty Fasteners                        60,880     55,720     122,140    114,290
Specialty Packaging & Sealing Products     55,960     56,110     113,510    113,470
Specialty Industrial Products              26,150     27,890      53,610     57,100
Companies Sold or Held for Sale             8,210     26,810      38,810     59,750
                                         --------   --------    --------   --------
        Total                            $436,510   $433,480    $885,170   $870,480
                                         ========   ========    ========   ========

INTERSEGMENT REVENUES
Specialty Metal Formed Products          $  2,150   $    970    $  4,530   $  1,970
Towing Systems                              2,000      1,790       4,250      3,890
Specialty Fasteners                           740        730       1,570      1,100
Specialty Packaging & Sealing Products      ---        ---         ---        ---
Specialty Industrial Products                 190        190         360        430
Companies Sold or Held for Sale               230        820         930      1,580
                                         --------   --------    --------   --------
        Total                            $  5,310   $  4,500    $ 11,640   $  8,970
                                         ========   ========    ========   ========

OPERATING PROFIT
Specialty Metal Formed Products          $ 27,970   $ 28,110    $ 57,570   $ 59,460
Towing Systems                             14,230     14,240      23,160     23,100
Specialty Fasteners                         7,900      9,990      16,410     21,110
Specialty Packaging & Sealing Products     10,640      9,640      20,350     20,400
Specialty Industrial Products               2,470      3,690       6,610      7,870
Companies Sold or Held for Sale               750      2,640       4,390      7,060
                                         --------   --------    --------   --------
        Total                            $ 63,960   $ 68,310    $128,490   $139,000
                                         ========   ========    ========   ========
</TABLE>

<TABLE>
<CAPTION>
                                         Three Months Ended      Six Months Ended
                                               June 30                June 30
                                         -------------------    -------------------
                                           1999       1998        1999       1998
                                         --------   --------    --------   --------
<S>                                      <C>        <C>         <C>        <C>
REVENUES FROM EXTERNAL CUSTOMERS
Revenues from external customers
 for reportable segments                 $436,510   $433,480    $885,170   $870,480
TriMas sales prior to acquisition           ---        ---         ---      (36,240)
                                         --------   --------    --------   --------
        Total net sales                  $436,510   $433,480    $885,170   $834,240
                                         ========   ========    ========   ========

OPERATING PROFIT
Total operating profit for reportable
 segments                                $ 63,960   $ 68,310    $128,490   $139,000
General corporate expenses                 (5,520)    (5,610)    (11,180)   (12,520)
Net gain (charge) on disposition of
  businesses                               16,540    (15,580)     26,550    (15,580)
Charge for asset impairment               (17,510)     ---       (17,510)     ---
TriMas operating profit prior to
 acquisition                                ---        ---         ---       (4,950)
                                         --------   --------    --------   --------
        Total operating profit           $ 57,470   $ 47,120    $126,350   $105,950
                                         ========   ========    ========   ========
</TABLE>


                                        6

<PAGE>   9



                                 MASCOTECH, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONCLUDED)


I.   The following are reconciliations of the numerators and denominators used
     in the computations of basic and diluted earnings per share:

<TABLE>
<CAPTION>
                                            Three Months Ended     Six Months Ended
                                                 June 30               June 30
                                         -------------------    -------------------
                                             1999       1998       1999       1998
                                         --------   --------    --------   --------
<S>                                          <C>        <C>        <C>        <C>
      Weighted average number of
        shares outstanding                   40,890     43,760     41,170     44,010
                                           ========   ========   ========   ========

        Earnings used for basic earnings
          per share computation            $ 26,110   $ 29,820   $ 49,970   $ 62,560
                                           ========   ========   ========   ========

      Basic earnings per share             $    .64   $    .68   $   1.21   $   1.42
                                           ========   ========   ========   ========

      Total shares used for basic earnings
        per share computation                40,890     43,760     41,170     44,010
      Dilutive securities:
        Stock options                           600      1,550        570      1,380
        Convertible debentures                9,840     10,000      9,840     10,000
        Contingently issuable shares          3,960      4,070      3,890      3,720
                                           --------   --------   --------   --------
        Total shares used for diluted
          earnings per share computation     55,290     59,380     55,470     59,110
                                           ========   ========   ========   ========

      Earnings used for basic earnings
        per share computation              $ 26,110   $ 29,820   $ 49,970   $ 62,560
      Add back of debenture interest          2,340      2,380      4,630      4,760
                                           --------   --------   --------   --------
        Earnings used for diluted
          earnings per share computation   $ 28,450   $ 32,200   $ 54,600   $ 67,320
                                           ========   ========   ========   ========

      Diluted earnings per share           $    .51   $    .54   $    .98   $   1.14
                                           ========   ========   ========   ========
</TABLE>


     Diluted earnings per share reflect the potential dilution that would occur
     if securities or other contracts to issue common stock were converted or
     exercised into common stock.

     The 1999 basic earnings per share amounts for the quarters may not total to
     the full year amounts due to the purchase and retirement of shares
     throughout the year.

J.   In second quarter 1999, an equity affiliate purchased and retired certain
     of its outstanding common stock which increased the Company's equity
     ownership interest in the affiliate from 29 percent to 36 percent. As a
     result of the change in the Company's equity ownership interest in the
     affiliate, the Company recognized a pre-tax loss of approximately $3.1
     million.

K.   In the second quarter 1999, the Company recorded a non-cash charge of $17.5
     million related to an impairment of certain long lived assets, related to
     its hydroforming equipment and intellectual property. The revised carrying
     values of these assets were generally calculated based on expected future
     cash flows which were determined to be insufficient to recover the related
     carrying value.



                                        7

<PAGE>   10



                                 MASCOTECH, INC.

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

     MascoTech sales for the second quarter 1999 increased modestly to $437
million as compared with $433 million in 1998. Sales for the second quarter
1999, excluding the impact of the disposition of the Company's
aftermarket-related businesses and including recent acquisitions, would have
increased approximately five percent to $428 million in 1999 as compared with
$407 million in 1998.

     Income in the second quarter of 1999 was $26.1 million or $.51 per common
share compared with $29.8 million or $.54 per common share in 1998. The second
quarter of 1999 benefited from a gain of approximately $16.5 million pre-tax,
related to the sale of the Company's aftermarket-related businesses. This gain,
which has a low effective tax rate, was offset by charges to reflect the
impairment in value of certain assets related to the Company's hydroforming
process, $17.5 million pre-tax, and approximately $3 million pre-tax to reflect
an equity transaction by one of the Company's affiliates.

     In the second quarter 1998, the Company announced its intent to dispose of
its aftermarket-related businesses which resulted in a charge to earnings of
approximately $41 million pre-tax. Including a first quarter 1999 gain of
approximately $10 million pre-tax, the Company recovered approximately $26.5
million of the 1998 charge. The charge in 1998 offset a gain, approximately $25
million pre-tax, related to the receipt of contingent consideration in the
second quarter of 1998 which resulted from the 1996 disposition of a business.
This gain was non-taxable and is the principal reason for the lower effective
tax rate in the second quarter 1998.

     Earnings per share, excluding the non-recurring income and charges
mentioned above, for second quarters 1999 and 1998 would have been $.50 for each
period.

     The following information related to sales, operating profit and margins is
presented on a pro forma basis, as though MascoTech and TriMas, which was
acquired January 22, 1998, were combined for the six and three month periods
ended June 30, 1999 and 1998 and excludes the unusual pre-tax income and charges
mentioned above.

          Sales for Specialty Metal Formed products increased seven percent in
     the second quarter of 1999 despite continued sales declines experienced by
     the Company's Tubular operations, reflecting the scheduled phase-out of
     certain customer programs and by decreased sales for constant velocity
     joints for aftermarket applications which continue to be negatively
     impacted by softened market conditions. Excluding Tubular products sales,
     Metal Formed products sales in North America increased 13 percent
     reflecting new product launches and increased automotive production. Aided
     by acquisitions, Specialty Fastener sales increased nine percent in the
     second quarter of 1999 as compared with 1998. This segment continues to be
     negatively impacted by reduced demand for aerospace, off-highway,
     agricultural and certain other fastener applications. Sales of Towing
     System products increased six percent in the second quarter 1999 as
     compared with 1998. Second quarter 1999 sales for Specialty Packaging and
     Sealing Products approximated 1998 levels as increased sales from recent
     acquisitions were offset by a 23 percent decline in sales of compressed gas
     cylinders principally as a result of global economic conditions and a 15
     percent decline in sales of specialty gaskets and related products
     principally as a result of reduced activity in the oil and gas industry.
     Sales of Specialty Industrial products were down six percent in the second
     quarter 1999 from 1998 levels.






                                        8

<PAGE>   11



                                 MASCOTECH, INC.

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

          Sales for the six months ended June 30, 1999 would have increased two
     percent to $885 million from $870 million in 1998. Sales for the six months
     ended June 30, 1999, excluding the impact of the disposition of the
     Company's aftermarket-related businesses and including recent acquisitions,
     would have increased approximately four percent to $846 million in 1999 as
     compared with $811 million in 1998. Operating profit after general
     corporate expense for the six months ended June 30, 1999 and 1998 would
     have been approximately $117 million and $126 million, respectively. For
     the six month period ended June 30, 1999, sales of Specialty Metal Formed
     products and Towing Systems increased four and twelve percent,
     respectively, as compared with 1998. Aided by acquisitions, sales for
     Specialty Fasteners increased seven percent while Specialty Packaging and
     Sealing were comparable in first half 1999 as compared to 1998. Sales for
     Specialty Industrial products declined six percent in first half 1999 from
     1998 levels.

          Operating margins approximated 13.4 percent and 14.5 percent for the
     quarters ended June 30, 1999 and 1998, respectively. Although second
     quarter 1999 operating margins were improved from first quarter 1999 levels
     of 13.1 percent, margins continue to be negatively impacted by sales
     declines for certain products including Tubular, constant velocity joint,
     cylinder, certain fastener applications, and certain products impacted by
     oil and gas prices. In addition, start up costs related to the launch of
     new products and a new manufacturing facility also negatively impacted
     operating performance.

     The Company's low effective tax rate for the quarter ended June 30, 1999,
as compared with the statutory rate, is the result of the tax treatment accorded
the gain recognized in the second quarter related to the disposition of certain
businesses.

     The Board of Directors declared a dividend of $.08 per common share,
payable on August 16, 1999, to shareholders of record on July 23, 1999. The
Company purchased and retired in the six month period ended June 30, 1999
approximately one million shares of Company Common Stock pursuant to an
outstanding Board of Directors authorization.

     Although the Company incurred increased debt with the purchase of TriMas,
the Company's interest coverage ratio and debt to cash flow ratio remain strong.
The Company expects that its ratio of debt to total debt plus equity will
improve from the operating performance of its businesses and the disposition of
certain businesses and financial assets. Additional borrowings available under
the Company's revolving credit agreement and otherwise, and anticipated internal
cash flows, are expected to provide sufficient liquidity to fund the Company's
debt repayment requirements and foreseeable working capital, capital expansion
program and other investment needs.

Year 2000

     The Year 2000 issue is the result of computer programs having been written
using two digits, rather than four, to define the applicable year. Any of the
Company's computers, computer programs, manufacturing and administration
equipment that have date-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. If any of the Company's systems or
equipment that have date-sensitive software use only two digits, system failures
or miscalculations may result causing disruptions of operations, including,
among other things, a temporary inability to process transactions or send and
receive electronic data with third parties or engage in similar business
activities.

     As a key supplier to the automotive industry, the Company's major exposure
for Year 2000 problems is the effect of shutting down production at one of its
automotive customer's manufacturing facilities. While lost revenues from such an
event are a concern for the Company, the greater risks are the consequential
damages for which the Company could be liable if it in fact is found responsible
for the shutdown of one of its customer's manufacturing facilities. Such a
finding could have a material adverse impact on the Company's results of
operations.


                                        9

<PAGE>   12



                                 MASCOTECH, INC.

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


     The most likely way in which the Company would shut down production at an
automotive customer's facility is by being unable to supply parts to that
customer. The parts supplied by the Company, in most instances, are integral
components of the end products produced by customers, and the inability to
provide parts may render the customer unable to manufacture and sell its
products. Disruptions in the Company's computer systems and applications could
prevent the Company from being able to manufacture and ship its parts. Examples
include failures in the Company's manufacturing application software or computer
controlled manufacturing equipment, and lack of supply of materials from its
suppliers. The Company's parts do not contain computer devices that require
remediation to meet Year 2000 requirements. A review of the Company's status
with respect to remediating its computer systems for Year 2000 compliance is
presented below.

     The Company has had in place an internal review team that is addressing
Year 2000 issues that encompass operating and administrative areas of the
Company. In addition, the Company has engaged professional consultants to assist
Company personnel to identify significant Year 2000 issues in a timely manner.
Also, executive management and the Board of Directors regularly monitor the
status of the Company's Year 2000 remediation plans. The process includes an
assessment of issues and development of remediation plans, where necessary, as
they relate to internally used software, computer hardware and the use of
computer applications in the Company's manufacturing processes.

     For its information technology, the Company currently utilizes a mid-range,
non-mainframe based computing environment which is complemented by a series of
local-area networks ("LANs") that are connected via a wide-area network ("WAN").
Substantially all operating systems related to the mid-range systems, LANs and
WAN have been updated to comply with Year 2000 requirements. In addition,
upgraded and modified versions of the Company's financial, manufacturing, human
resource, and other packaged software applications which are Year 2000-ready
have been integrated into the Company's overall system. The Company is
substantially complete with this integration.

     The Company utilizes non-mainframe computers and software in its various
production processes throughout the world. In several locations, the Company has
retained outside consultants to assist in identifying potential Year 2000 issues
in those processes, and evaluating the readiness of the computer systems used in
those processes. General findings have identified minimal changes that need to
be made to these systems. Problems generally relate to aged personal computers
or memory chips which have been substantially replaced.

     Although there can be no assurance that the Company will identify and
correct every Year 2000 issue found in the computer applications used in its
production processes, the Company believes that it has in place a comprehensive
program to identify and correct any such issues, and has substantially completed
the remediation of its production systems.

     The Company is also reviewing its building and utility systems (heat,
light, phones, etc.) for Year 2000 impact. Many of these systems are Year
2000-ready. While the Company is working diligently with all of its utility
suppliers and has no reason to expect that they will not meet their required
Year 2000 compliance targets, there can be no assurance that these suppliers
will in fact meet the Company's requirements. The failure of any such supplier
to fully remediate its systems for Year 2000 compliance could cause a disruption
of one or more of the Company's plants, which could impact the Company's ability
to meet its obligations to supply products to its customers.




                                       10

<PAGE>   13



                                 MASCOTECH, INC.

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

     The Company has also commenced a program to determine the Year 2000
compliance efforts of its equipment and material suppliers. The Company has sent
comprehensive questionnaires to all of its significant suppliers regarding their
Year 2000 compliance and is attempting to identify any problem areas with
respect to them. The Company has been working with its key suppliers including
its steel suppliers to ensure that it will receive key components without
disruption. This program will be ongoing and the Company's efforts with respect
to specific issues identified will depend in part upon its assessment of the
risk that any such issues may have a material adverse impact on its operations.

     Unfortunately, the Company cannot control the conduct of its suppliers, and
therefore cannot guarantee that Year 2000 problems originating with a supplier
will not occur. The Company is developing contingency plans to mitigate external
risks that may influence its operations. In some cases, especially with respect
to its utility vendors, alternative suppliers may not be available.

     As a key supplier in the auto industry, the Company takes an active role in
many industry-sponsored organizations, including the Automotive Industry Action
Group ("AIAG"). The AIAG has been proactive in working with OEMs and suppliers
to ensure that the industry as a whole addresses the Year 2000 problem. Tools to
assist in achieving compliance include standardized questionnaires, regular
meetings of members, follow-up by AIAG personnel regarding answers to
questionnaires, etc. The Company continues to work with such industry groups to
ensure compliance.

     The information presented above sets forth the key steps the Company is
taking to address the Year 2000 issue. The cost of Year 2000 compliance for the
Company, which is expected to approximate $11 - $15 million, including:
replacement costs of $6-$8 million which are normal and recurring; upgrades of
$2-$3 million which are normal and recurring; repair/programming costs of $2-$3
million and other costs of $1 million, will not be material to the Company's
consolidated results of operations and financial position. The majority of the
replacement and upgrade costs would have been incurred by the Company over time
as part of its regular information system improvement process.

Forward-Looking Statements

     Statements in this quarterly report on Form 10-Q, which are not historical
facts are forward looking statements that involve certain risks and uncertainty,
including, but not limited to, risks associated with the uncertainty of future
financial results, conditions within the markets in which the Company competes,
labor relations of the Company and certain of its customers and other
uncertainties detailed in the Company's filings with the Securities and Exchange
Commission.




                                       11

<PAGE>   14




                           PART II. OTHER INFORMATION
                                 MASCOTECH, INC.

Items 1, 2, 3 and 5 are not applicable.


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

               The annual meeting of stockholders was held on May 18, 1999 at
               which the stockholders voted upon the election of three nominees
               for Class II Directors; ratification of the selection of
               PricewaterhouseCoopers LLP as independent auditors for the
               Company for 1999; and a shareholder proposal requiring two
               candidates for each directorship to be filled at the annual
               meetings. The following is a tabulation of the votes.

               Election of Class II Directors

<TABLE>
<CAPTION>
                                                      For        Withheld
<S>                                               <C>            <C>
               Peter A. Dow                       38,167,877     498,544
               Roger T. Fridholm                  38,149,333     517,088
               Frank M. Hennessey                 38,178,566     487,855
</TABLE>

               Approval of the appointment of PricewaterhouseCoopers LLP as
               independent auditors of the Company for 1999
<TABLE>
<CAPTION>

                                                           Abstentions and
                  For               Against                Broker Non-Votes
<S>            <C>                  <C>                         <C>
               38,546,162           78,939                      41,320
</TABLE>

               Shareholder Proposal
<TABLE>
<CAPTION>
                 For         Against      Abstentions     Broker Non-Votes

<S>            <C>           <C>             <C>              <C>
               2,981,420     29,210,249      725,275          5,749,477
</TABLE>


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K


               (A)  EXHIBITS:


               Exhibit 12     Computation of Ratio of Earnings to Combined
                              Fixed Charges and Preferred Stock Dividends


               Exhibit 27     Financial Data Schedule


               (B)  REPORTS ON FORM 8-K:

               None.



                                       12

<PAGE>   15



                                    SIGNATURE
                                    ---------


     Pursuant to the requirements 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.




                                      MASCOTECH, INC.
                                      (REGISTRANT)




DATE:      AUGUST 13, 1999            BY: /s/ Timothy Wadhams
     -----------------------------       --------------------------------------
                                           Timothy Wadhams
                                           Executive Vice President
                                           Finance and Administration
                                           (Principal financial officer
                                             and authorized signatory)












                                       13

<PAGE>   16



                                 MASCOTECH, INC.

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>

                                                                 SEQUENTIAL
EXHIBIT                                                           PAGE NO.
-------                                                           --------
<S>            <C>                                               <C>
Exhibit 12     Computation of Ratio of Earnings to Combined
                    Fixed Charges and Preferred Stock
                    Dividends                                        15

Exhibit 27     Financial Data Schedule                               16
</TABLE>










                                       14