<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 
For the quarterly period ended June 28, 1998.

OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 
For the transition period from                  to 
                               -----------------   ----------------------
 

Commission File No. 333-11801 (Aetna Industries, Inc.)
Commission File No. 333-11801-01 (MS Acquisition Corp.)

                             AETNA INDUSTRIES, INC.
                              MS ACQUISITION CORP.
            (Exact name of registrant as specified in its character)

         Delaware                                 38-200-7550/13-337-9803
------------------------------------------------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)


24331 Sherwood Avenue, P.O. Box 3067, Centerline, Michigan         48015-0067

1, rue Thomas Edison, Quartier des Chenes
78056 St. Quentin en Yvelines, France
------------------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code      (810) 759-2200
                                                        (33-1) 39-4120.00

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 
                              -----     -----          
As of August 7, 1998, there were 1,000 shares of Aetna Industries, Inc. common
stock outstanding and 3,899,998 shares of MS Acquisition Corp. Class A common
stock outstanding.


                                       1

<PAGE>   2
INDEX     
          
PART I       FINANCIAL INFORMATION                                        PAGE

Item 1.      FINANCIAL STATEMENTS OF AETNA INDUSTRIES, INC.
          
             Condensed Consolidated Balance Sheets -                          3
             June 28, 1998 and December 28, 1997
          
             Consolidated Statements of Operations -                          4
             three months and six months ended June 28, 1998
             and June 29, 1997
          
             Condensed Consolidated Statements of Cash Flows -                5
             six months ended June 28, 1998
             and June 29, 1997
          
             Notes to Consolidated Financial Statements                       6
          
             FINANCIAL STATEMENTS OF MS ACQUISITION CORP.
          
             Condensed Consolidated Balance Sheets -                          8
             June 30, 1998 and December 31, 1997
          
             Consolidated Statements of Operations -                          9
             and six months ended June 30, 1998
             and June 30, 1997
          
             Condensed Consolidated Statements of Cash Flows -               10
             six months ended June 30, 1998
             and June 30, 1997
          
             Notes to Consolidated Financial Statements                      11
          
Item 2.      Management's Discussion and Analysis of
             Financial Condition and Results of Operations                   16
          
Item 3.      Quantitative and Qualitative Disclosures About                  24
             Market Risk
          
PART II      OTHER INFORMATION                                               24
          
             Signatures                                                      25
          
             Description of Exhibits                                         26
          
EXHIBIT INDEX                                                                27
          



                                       2


<PAGE>   3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                             AETNA INDUSTRIES, INC.
                          (A WHOLLY-OWNED SUBSIDIARY OF
                              MS ACQUISITION CORP.)

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                JUNE 28, 1998          DECEMBER 28, 1997
                                                                -------------          -----------------
                                                                               (UNAUDITED)
<S>                                                            <C>                       <C>
ASSETS
CURRENT ASSETS:
     Cash                                                      $       215               $        23
     Accounts receivable (less allowance for doubtful
       accounts of $385 and $359, respectively)                     29,226                    40,665
     Inventories                                                     7,128                     7,276
     Tooling                                                        30,270                    11,410
     Other current assets                                            2,280                     1,661
                                                               -----------               -----------
Total current assets                                                69,119                    61,035
                                                               -----------               -----------
Property, plant and equipment, net                                  57,534                    51,572
Deferred costs and other assets                                      6,031                     5,489
Goodwill                                                            24,572                    24,973
                                                               -----------               -----------
                                                               $   157,256               $   143,069
                                                               ===========               ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable                                          $    37,376               $    33,485
     Accrued expenses                                               10,034                     9,508
     Line of credit                                                 25,981                    13,530
                                                               -----------               -----------
Total current liabilities                                           73,391                    56,523
                                                               -----------               -----------
Long-term debt                                                      85,000                    85,000
Deferred income taxes                                                7,431                     7,432
Stockholder's equity
     Common stock - $.01 par value; 1,000 shares
        issued and outstanding                                          --                        --
     Contributed capital                                             9,024                     9,024
     Accumulated deficit                                           (17,590)                  (14,910)
                                                               -----------               -----------
                                                                    (8,566)                   (5,886)
                                                               -----------               -----------
                                                               $   157,256               $   143,069
                                                               ===========               ===========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3


<PAGE>   4


                             AETNA INDUSTRIES, INC.
                          (A WHOLLY-OWNED SUBSIDIARY OF
                              MS ACQUISITION CORP.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED              SIX MONTHS ENDED
                                                            ------------------              ----------------
                                                        JUNE 28,        JUNE 29,          JUNE 28,      JUNE 29,
                                                          1998            1997              1998          1997
                                                          ----            ----              ----          ----
                                                              (UNAUDITED)                      (UNAUDITED)
<S>                                                   <C>              <C>               <C>            <C>       
Net sales                                             $    47,223      $    48,692       $  100,308     $  103,789
Cost of sales                                              43,405           42,712           88,379         89,687
                                                      -----------      -----------       ----------     ----------
Gross profit                                                3,818            5,980           11,929         14,102
Selling, general and administrative expenses                4,940            3,963            9,426          7,792
                                                      -----------      -----------       ----------     ----------
Operating income (loss)                                    (1,122)           2,017            2,503          6,310
Interest expense, net                                       3,187            2,709            6,053          5,270
                                                      -----------      -----------       ----------     ----------
Income (loss) before income taxes                          (4,309)            (692)          (3,550)         1,040
Income tax provision                                       (1,105)            (252)            (870)           417
                                                      -----------      -----------       ----------     ----------
Net income (loss)                                     $    (3,204)     $      (440)      $   (2,680)    $      623
                                                      ===========      ===========       ==========     ==========

</TABLE>

         See accompanying notes to consolidated financial statements.


                                       4

<PAGE>   5
                             AETNA INDUSTRIES, INC.
                          (A WHOLLY-OWNED SUBSIDIARY OF
                              MS ACQUISITION CORP.)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>

                                                                                       SIX MONTHS ENDED
                                                                                       ----------------
                                                                                  JUNE 28,          JUNE 29,
                                                                                    1998              1997
                                                                                    ----              ----
                                                                                          (UNAUDITED)
<S>                                                                             <C>               <C>  
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                 $   (2,680)       $      623
     Adjustments to reconcile net income to net cash
      used for operating activities
        Depreciation and amortization                                                4,927             3,709
        Deferred income taxes                                                           --              (209)
        Changes in other assets and liabilities                                     (4,163)           (3,921)
                                                                                ----------        ----------
     Net cash provided by (used for) operating activities                           (1,916)              202
                                                                                ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to property, plant and equipment                                     (9,389)           (5,939)
     Increase in other assets                                                         (954)             (410)
                                                                                ----------        ----------

     Net cash used for investing activities                                        (10,343)           (6,349)
                                                                                ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase in line of credit                                                 12,451             2,176
                                                                                ----------        ----------
     Net cash provided by financing activities                                      12,451             2,176
                                                                                ----------        ----------

     Net increase (decrease) in cash                                                   192            (3,971)
Cash - beginning of year                                                                23             4,011
                                                                                ----------        ----------

Cash - end of period                                                            $      215        $       40
                                                                                ==========        ==========


</TABLE>
         See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   6


                             AETNA INDUSTRIES, INC.
                          (A WHOLLY-OWNED SUBSIDIARY OF
                              MS ACQUISITION CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION
     The accompanying unaudited condensed consolidated financial statements of
     Aetna Industries, Inc. (Aetna) have been prepared in accordance with Rule
     10-01 of Regulation S-X and do not include all the information and notes
     required by generally accepted accounting principles for complete financial
     statements. All adjustments, which include only normal recurring
     adjustments that are, in the opinion of management, necessary for a fair
     presentation of the results of the interim periods, have been made. The
     results of operations for such interim periods are not necessarily
     indicative of results of operations for a full year. The unaudited
     condensed consolidated financial statements should be read in conjunction
     with Aetna's consolidated financial statements and notes thereto for the
     year ended December 28, 1997.

     On April 14, 1998, Aetna's parent, MS Acquisition Corp. completed a
     combination with Societe Financiere d' Etude et de Developpement 
     Industriel et Technologique S.A., a French societe anonyme (Sofedit) (the 
     Combination).  In connection with the Combination, Sofedit's former 
     stockholders transferred the outstanding capital stock of Sofedit to MS 
     Acquisition in exchange for: (i) promissory notes of MS Acquisition in 
     the principal amount of $40.9 million; (ii) dividends in an amount of 
     approximately $1.0 million; (iii) 270,000 shares of Series B Preferred 
     stock ($27.0 million stated value) of MS Acquisition, (iv) shares of
     Common Stock of MS Acquisition, and (v) the assumption of  approximately
     $12.0 million of debt of former stockholders.  The  Combination has
     been accounted for as a reverse acquisition because the  former owners of
     Sofedit own approximately 75% of the fully diluted  outstanding Common
     Stock of the Company as a result of the Combination. For accounting
     purposes, Sofedit is considered to be the acquiror of, and  the
     predecessor to, the Company. 

2.   INVENTORIES
     Inventories are comprised of the following:

<TABLE>
<CAPTION>

                                                                            JUNE 28,          DECEMBER 28,
                                                                              1998                1997
                                                                              ----                ----
<S>                                                                       <C>                   <C>      
       Raw materials                                                      $     531             $     483
       Work-in-process                                                        1,503                 3,134
       Finished goods                                                         2,694                 1,500
       Purchased parts and purchased labor                                    2,400                 2,359
                                                                          ---------             ---------
                                                                              7,128                 7,476
                                                                          ---------             ---------
       LIFO reserve                                                              --                  (200)
                                                                          ---------             ---------
     Total inventories                                                    $   7,128             $   7,276
                                                                          =========             =========
</TABLE>

 
                                      6
<PAGE>   7
                             AETNA INDUSTRIES, INC.
                          (A WHOLLY-OWNED SUBSIDIARY OF
                              MS ACQUISITION CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

3.   STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                                             TOTAL
                                                  CONTRIBUTED         ACCUMULATED         STOCKHOLDER'S
                                                    CAPITAL             DEFICIT              EQUITY
                                                  -----------         -----------         -------------
<S>                                                <C>                <C>                   <C>       
     Balance at December 28, 1997                  $    9,024         $   (14,910)          $  (5,886)
     Net loss                                                              (2,680)             (2,680)
                                                   ----------         -----------           ---------

     Balance at June 28, 1998                      $    9,024         $   (17,590)          $  (8,566)
                                                   ==========         ===========           =========
</TABLE>


                                       7

<PAGE>   8


                              MS ACQUISITION CORP.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                        JUNE 30, 1998           DECEMBER  31, 1997
                                                                        -------------           ------------------
                                                                                    (UNAUDITED)
<S>                                                                     <C>                         <C>
ASSETS
CURRENT ASSETS: 
    Cash                                                                $     22,925                $     11,626
    Accounts receivable (less allowance for doubtful
      accounts of $1,797 and $1,293, respectively)                           152,366                     115,823
    Inventories                                                               66,020                      64,013
    Tooling                                                                   30,655                          --
    Other current assets                                                      43,549                      36,826
                                                                        ------------                ------------
Total current assets                                                         315,515                     228,288
                                                                        ------------                ------------
Property, plant and equipment, net                                           183,012                     122,028
Deferred costs and other assets                                               11,597                       5,430
Goodwill                                                                      65,795                       6,166
                                                                        ------------                ------------
                                                                        $    575,919                $    361,912
                                                                        ============                ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable                                                    $    154,793                $    109,876
    Accrued expenses                                                          78,873                      52,849
    Customer deposits and advances                                             7,614                       8,448
    Deferred income taxes                                                     15,729                       4,882
    Short-term borrowings                                                     55,537                      43,778
                                                                        ------------                ------------
Total current liabilities                                                    312,546                     219,833
                                                                        ------------                ------------
Long-term debt                                                               214,201                      71,416
Junior subordinated notes                                                      7,789                          --
Deferred interest, junior subordinated notes                                     432                          --
Deferred income taxes and other long-term liabilities                          5,122                       5,374
Redeemable preferred stock
    Series A - $100 stated value; 293,123 shares authorized;
    135,096 shares issued and outstanding                                     14,059                          --
    Series B - $100 stated value; 270,000 shares authorized;
    270,000 shares issued and outstanding                                     27,000                          --
Stockholders' Equity
    Class A, common stock - $.01 par value, 12,000,000
    shares authorized, 3,899,998 shares issued and outstanding                    39                          39
    Additional paid-in capital                                                39,601                      41,654
    Retained earnings (accumulated deficit)                                  (39,805)                     28,138
    Cumulative translation adjustment                                         (5,065)                     (4,542)
                                                                        ------------                ------------
                                                                              (5,230)                     65,289
                                                                        ------------                ------------
                                                                        $    575,919                $    361,912
                                                                        ============                ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       8
<PAGE>   9


                              MS ACQUISITION CORP.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED
                                                                  --------------------------
                                                                  JUNE 30,           JUNE 30,
                                                                    1998               1997
                                                                    ----               ----
                                                                          (UNAUDITED)
<S>                                                             <C>               <C>          
Net sales                                                       $   322,251       $     255,608
Cost of sales                                                       285,951             220,941
                                                                -----------       -------------
Gross profit                                                         36,300              34,667
Selling, general and administrative expenses                         18,168              14,004
Research and development expenses                                     4,234               4,042
Other expenses, net                                                   1,560               2,108
                                                                -----------       -------------
Operating income                                                     12,338              14,513
Net interest expense                                                  8,982               5,415
                                                                -----------       -------------
Income before income taxes                                            3,356               9,098
Income tax provision                                                  1,428               2,593
                                                                -----------       -------------
Income before discontinued operations                                 1,928               6,505
                                                                -----------       -------------
Share in net income of equity investees
 and minority interest                                                                     (155)
Losses on discontinued operations                                     1,490               1,374
                                                                -----------       -------------
Net income before preferred stock dividends                             438       $       5,286
                                                                -----------       =============
Preferred stock dividends                                              (362)
                                                                -----------
Net income available for
 common stockholders                                            $        76
                                                                ===========


</TABLE>

See accompanying notes to consolidated financial statements.


                                       9
<PAGE>   10


                              MS ACQUISITION CORP.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                       SIX MONTHS ENDED
                                                                                  --------------------------
                                                                                  JUNE 30,          JUNE 30,
                                                                                    1998              1997
                                                                                    ----              ----
                                                                                          (UNAUDITED)
<S>                                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                  $       438       $     5,286
     Equity income                                                                        --               (12)
     Adjustments to reconcile net income to net cash
        used for operating activities
        Depreciation and amortization                                                 15,844            14,927
        (Decrease) increase in other long-term
         liabilities                                                                     (45)            1,364
        Changes in other assets and liabilities                                       15,027            (2,158)
                                                                                 -----------       -----------
     Net cash provided by operating activities                                        31,264            19,407
                                                                                 -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to property, plant and equipment                                      (18,864)           (7,877)
     Disposal of property, plant and equipment                                         2,224             1,851
     Additions to intangible assets and other, net                                    (1,089)           (4,228)
                                                                                 -----------       -----------
     Net cash used for investing activities                                          (17,729)          (10,254)
                                                                                 -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Dividends paid                                                                   (2,377)           (2,349)
     Increase in long-term borrowings                                                  4,508             5,818
     Repayments of long-term debt                                                    (14,975)          (13,772)
     Net increase in line of credit                                                   10,603             3,050
                                                                                 -----------       -----------
     Net cash used for financing                                                      (2,241)           (7,253)
                                                                                 -----------       -----------
     Net effect of exchange rates and other                                                5            (1,330)
                                                                                 -----------       -----------
     Net increase in cash                                                             11,299               570
     Cash - beginning of year                                                         11,626            11,336
                                                                                 -----------       -----------

     Cash - end of period                                                        $    22,925       $    11,906
                                                                                 ===========       ===========

</TABLE>

See accompanying notes to consolidated financial statements


                                       10

<PAGE>   11


                              MS ACQUISITION CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements of
     MS Acquisition have been prepared in accordance with Rule 10-01 of
     Regulation S-X and do not include all the information and notes required by
     generally accepted accounting principles for complete financial statements.
     All adjustments, which include only normal recurring adjustments that are,
     in the opinion of management, necessary for a fair presentation of the
     results of the interim periods, have been made. The results of operations
     for such interim periods are not necessarily indicative of results of
     operations for a full year. The unaudited condensed consolidated financial
     statements should be read in conjunction with the consolidated financial
     statements and notes thereto for the year ended December 31, 1997.

     On April 14, 1998, MS Acquisition completed a combination with Societe
     Financiere d'Etude et de Developpement Industriel et Technologique S.A., a 
     French societe anonyme (Sofedit) (the Combination). In connection with
     the Combination, Sofedit's former stockholders transferred the outstanding
     capital stock of Sofedit to MS Acquisition in exchange for: (i) promissory
     notes of MS Acquisition in the principal amount of $40.9 million; (ii)
     dividends in an amount of approximately $1.0 million; (iii) 270,000 shares
     of Series B Preferred stock ($27.0 million stated value) of MS Acquisiton;
     (iv) shares of Common Stock of MS Acquisition, and (v) the assumption
     of approximately $12.0 million of debt of former stockholders.  The
     Combination has been accounted for as a reverse acquisition because the
     former owners of Sofedit own approximately 75% of the fully diluted
     outstanding Common Stock of the Company as a result of the Combination.
     For accounting purposes, Sofedit is considered to be the acquiror of, and
     the predecessor to, the Company. 

     As a result of the Combination being accounted for as a reverse
     acquisition, the financial statements included herein for December 31, 1997
     and for the six month period ended June 30,1997 represent the historical
     information of Sofedit, as predecessor. The consolidated balance sheet at
     June 30, 1998 represents the consolidated financial position of Sofedit and
     MS Acquisition. The statements of operations and cash flows for the six
     months ended June 30, 1998 represent the six month financial data of
     Sofedit, plus three months of financial data of MS Acquisition (from 
     April 1, 1998). On a pro forma basis, MS Acquisition had net sales of 
     $375.3 million and $359.4 million, and pre-tax income of $5.3 million and 
     $9.9 million, for the six months ended June 30, 1998 and 1997, 
     respectively.

     The acquisition was accounted for using the purchase method. Therefore, the
     purchase price was allocated to the identifiable assets and liabilities of
     MS Acquisition, based upon independent appraisals and management estimates.
     The excess of the purchase price over the fair market value of assets and
     liabilities aggregated $60,091 and has been recorded as goodwill and is
     being amortized over forty years.

                                       11


<PAGE>   12

                              MS ACQUISITION CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

2.   INVENTORIES

     Inventories are comprised of the following:

<TABLE>
<CAPTION>

                                                                            JUNE 30,          DECEMBER 31,
                                                                              1998                1997
                                                                              ----                ----
<S>                                                                       <C>                  <C>        
       Raw materials                                                      $    21,855          $    19,189
       Work-in-process                                                         29,150               30,214
       Finished goods                                                          17,570               16,819
                                                                          -----------          -----------
                                                                               68,575               66,222
       Reserves                                                                (2,555)              (2,209)
                                                                          -----------          -----------
     Total inventories                                                    $    66,020          $    64,013
                                                                          ===========          ===========

</TABLE>

3.   STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                           ADDITIONAL                      CUMULATIVE
                                              CAPITAL        PAID-IN       RETAINED       TRANSLATION      STOCKHOLDERS'
                                              STOCK          CAPITAL       EARNINGS        ADJUSTMENT          EQUITY
                                              -----          -------       --------        ----------          ------
<S>                                       <C>              <C>             <C>            <C>               <C>       
Balance at December 31, 1997              $       39       $   41,654      $  28,138      $      (4,542)    $   65,289
Dividends paid                                                 (2,053)       (68,381)                          (70,434)
Translation adjustment                                                                             (523)          (523)
Net income                                                                       438                               438
                                          ----------       ----------      ---------      -------------     ----------
Balance at June 30, 1998                  $       39       $   39,601      $ (39,805)     $      (5,065)    $   (5,230)
                                          ==========       ==========      =========      =============     ==========

</TABLE>


                                       12
<PAGE>   13
4.   COMBINING FINANCIAL INFORMATION OF THE COMPANY

     BALANCE SHEET AS OF JUNE 30, 1998

<TABLE>
<CAPTION>
                                                  AETNA          MS
                                    AETNA        HOLDINGS    ACQUISITION      SOFEDIT     ELIMINATIONS      TOTAL
                                    -----        --------    -----------      -------     ------------      -----
<S>                            <C>             <C>           <C>           <C>           <C>           <C>    
Total current assets           $    69,119     $   7,631     $    13,949   $   245,692   $  (20,876)   $   315,515
Property, plant and                                                     
 equipment, net                     57,534                         7,098       118,380                     183,012
Other long-term
 assets                             30,603           641         142,378         8,770     (105,000)        77,392
                               -----------     ---------     -----------   -----------   ----------    -----------
   Total assets                $   157,256     $   8,272     $   163,425   $   372,842   $ (125,876)   $   575,919
                               ===========     =========     ===========   ===========   ==========    ===========
Total current liabilities      $    73,391     $     316     $    51,329   $   227,815   $    7,431    $   312,546
Long-term debt                      85,000                         3,593        77,872                     214,201
Junior subordinated
 notes                                             7,789                                                     7,789
Deferred interest,
 junior subordinated notes                           432                                                       432
Deferred income taxes and
  other long-term liabilities        7,431                                       5,122       (7,431)         5,122
Redeemable preferred stock
 Series A                                                         14,059                                    14,059
 Series B                                                         27,000                                    27,000
     Class A, common stock - 
     $.01 par value, 
     12,000,000 shares 
     authorized, 3,899,998 
     shares issued and
     outstanding                                                      39                                        39
     Additional paid-in capital      9,024          (575)         52,028                    (20,876)        39,601
     Retained earnings
     (accumulated deficit)         (17,590)          310          15,377        67,098     (105,000)       (39,805)
     Cumulative translation
     adjustment                                                                 (5,065)                     (5,065)
                               -----------     ---------     -----------   -----------   ----------    ----------- 
                                    (8,566)         (265)         67,444       (60,326)      26,726         (5,230)
                               -----------     ---------     -----------   -----------   ----------    ----------- 
                               $   157,256     $   8,272     $   163,425   $   372,842   $ (125,876)   $   575,919
                               ===========     =========     ===========   ===========   ==========    ===========
</TABLE>


                                       13
<PAGE>   14
4.    COMBINING FINANCIAL INFORMATION OF THE COMPANY (CONTINUED)
      CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED 
      JUNE 30, 1998

<TABLE>
<CAPTION>
                                                AETNA          MS
                                  AETNA        HOLDINGS     ACQUISITION     SOFEDIT      ELIMINATIONS      TOTAL
                                  -----        --------     -----------     -------      ------------      -----
<S>                            <C>           <C>           <C>           <C>           <C>             <C>        
Net sales                      $  47,223     $     --      $       --    $   275,028   $         --    $   322,251
Cost of sales                     43,405                          407        242,139                       285,951
                               ---------     --------      ----------    -----------   ------------    -----------
Gross profit                       3,818                         (407)        32,899                        36,300
Selling, general and
 administrative expenses           4,740           --             206         13,222                        18,168
Research and development
 expenses                                                                      4,234                         4,234
Other expense, net                   200                                       1,360                         1,560
                               ---------     --------      ----------    -----------   ------------    -----------
Operating income (loss)           (1,122)                        (614)        14,073                        12,338
Net interest expense               3,187          432             837          4,742           (216)         8,982
                               ---------     --------      ----------    -----------   ------------    -----------
Income (loss) before income
 taxes                            (4,309)        (432)         (1,451)         9,331            216          3,356
Income tax provision              (1,105)          54            (419)         3,006           (757)         1,428
                               ---------     --------      ----------    -----------   ------------    -----------
Income (loss) before 
discontinued  operations       $  (3,204)    $   (378)     $   (1,032)   $     6,325   $        216    $     1,928
                               =========     ========      ==========    ===========   ============    ===========

</TABLE>


                                       14
<PAGE>   15
4.    COMBINING FINANCIAL INFORMATION OF THE COMPANY (CONTINUED)
      CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 
      JUNE 30, 1998.

<TABLE>
<CAPTION>
                                                AETNA          MS
                                  AETNA        HOLDINGS     ACQUISITION      SOFEDIT       TOTAL
                                  -----        --------     -----------      -------       -----
<S>                            <C>           <C>           <C>             <C>          <C>
     Net cash provided by                                                              
      operating activities     $  (1,916)    $     --      $       --      $  33,180    $    31,264
                               ---------     --------      ----------      ---------    -----------
                                                                                       
     Net cash used for                                                                 
      investing activities       (10,343)          --              --         (7,386)       (17,729)
                               ---------     --------      ----------      ---------    -----------
     Net cash provided by                                                              
      financing                   12,451           --              --        (14,692)        (2,241)
                               ---------     --------      ----------      ---------    -----------
     Net effect of exchange                                                            
      rates and others                                                             5              5
                               ---------     --------      ----------      ----------   -----------
     Net increase in cash            192                                      11,107         11,299
     Cash - beginning of year         23                                      11,603         11,626
                               ---------     --------      ----------      ---------    -----------
     Cash - end of period      $     215     $     --      $       --      $  22,710    $    22,925
                               =========     ========      ==========      =========    ===========
</TABLE>


<PAGE>   16

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

AETNA
----------------------
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, Aetna's statement of
operations expressed as a percentage of net sales. This table and subsequent
discussions should be read in conjunction with the condensed consolidated
financial statements and related notes thereto of Aetna included elsewhere
herein.

AS A PERCENTAGE OF NET SALES

<TABLE>
<CAPTION>

                                              THREE MONTHS ENDED                        SIX MONTHS ENDED
                                    ------------------------------------       ----------------------------------
                                    JUNE 28, 1998          JUNE 29, 1997       JUNE 28, 1998        JUNE 29, 1997
                                    -------------          -------------       -------------        -------------
<S>                                    <C>                    <C>                    <C>                  <C>   
Net sales                              100.0%                 100.0%                 100.0%               100.0%
Cost of sales                           91.9                   87.7                   88.1                 86.4
                                       -----                  -----                  -----                -----
Gross profit                             8.1                   12.3                   11.9                 13.6
Selling, general and
 administrative expenses                10.5                    8.1                    9.4                  7.5
                                       -----                  -----                  -----                -----
Operating income                        (2.4)                   4.1                    2.5                  6.1
Net interest expense                     6.7                    5.6                    6.0                  5.1
                                       -----                  -----                  -----                -----
Income (loss) before
 income taxes                           (9.1)                  (1.4)                  (3.5)                 1.0
Income tax provision                    (2.3)                  (0.5)                  (0.9)                 0.4
                                       -----                  -----                  -----                -----
Net loss                                (6.8)%                 (0.9)%                 (2.7)%                0.6%
                                       =====                  =====                  =====                =====

</TABLE>

THREE MONTHS ENDED JUNE 28, 1998 COMPARED TO THREE MONTHS ENDED JUNE 29, 1997

NET SALES: Net sales for the second quarter of 1998 were $47.2 million, or 3.1%,
lower than second quarter 1997 sales of $48.7 million. Production sales of $42.2
million in the second quarter of 1998 were down $4.8 million from $47.0 million
in the second quarter of 1997, while tooling and prototype sales were up $3.3
million for the same period.

GROSS PROFIT: Gross profit was $3.8 million, or 8.1% of net sales, for the
second quarter of 1998 compared to $6.0 million, or 12.3% of net sales, for the
same period in 1997. The decrease in gross profit was primarily the result of
the negative impact of the General Motors (GM) strike in June and the balance
out of the Grand Cherokee production in May.

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES: SG&A expenses for the
second quarter of 1998 were $4.9 million, or 10.5% of net sales, compared to
$4.0 million, or 8.1% of net sales, for the same period in 1997. The increase is
due principally to ongoing launch costs for Saturn, WJ and CAMI platforms, and
costs incurred relative to quote preparation for a significant OEM platform with
worldwide launch planned for model year 2002.


                                       16
<PAGE>   17


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

INTEREST EXPENSE: Interest expense for the second quarter of 1998 was $3.2
million, or 6.7% of net sales, compared to $2.7 million or 5.6% of net sales for
the same period in 1997. Interest expense was impacted by higher levels of
short-term borrowings outstanding.

INCOME TAXES: The income tax credit in the second quarter of 1998 was $1.1
million with an effective tax rate of 25.6% as compared to a provision of $0.3
million with an effective tax rate of 36.4% for the same period in 1997.

SIX MONTHS ENDED JUNE 28, 1998 COMPARED TO SIX MONTHS ENDED JUNE 29,1997

NET SALES: Net sales for the second half of 1998 were $100.3 million, down from
the $103.8 million reported for the six months ended June 30, 1997. Production
sales of $94.8 million in the second half of 1998 were down $6.0 million from
$100.8 million in the second quarter of 1997, while tooling and prototype sales
increased $2.5 million for the same period.

GROSS PROFIT: Gross profit was $11.9 million, or 11.9% of net sales, for the six
months ended June 28, 1998 compared to $14.1 million, or 13.6% of net sales, for
the same period in 1997. The decline in gross profit in the first half of 1998
was related principally to two events which occurred in the second quarter
including the balance out of production of the Grand Cherokee and the GM strike.

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES: SG&A expenses for the six
months ended June 28, 1998 were $9.4 million, or 9.4% of net sales, compared to
$7.8 million, or 7.5% of net sales, for the same period in 1997. The increase is
due principally to ongoing launch costs for Saturn, WJ and CAMI platforms, and
costs incurred relative to quote preparation for a significant OEM platform with
worldwide launch planned for model year 2002.

INTEREST EXPENSE: Interest expense for the six months ended June 28,1998 was
$6.1 million, or 6.0% of net sales, compared to $5.3 million or 5.1% of net
sales for the same period in the prior year. Interest expense was impacted by
higher levels of debt outstanding.

INCOME TAXES: The income tax credit for the six months ended June 28,1998 was
$0.9 million with an effective tax rate of 24.5% as compared to a provision of
$0.4 million with an effective tax rate of 40.1% for the same period in the
prior year.

LIQUIDITY AND CAPITAL RESOURCES
Aetna's principal capital requirements are to fund working capital needs, to
meet required debt payments and to complete planned maintenance and expansion
expenditures.


                                       17

<PAGE>   18


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

At June 28, 1998 there was $24.3 million available under the Senior Revolving
Credit Facility.

Management currently anticipates that its operating cash flow, together with
available borrowings under the Senior Revolving Credit Facility, will be
sufficient to meet working capital requirements, capital expenditure
requirements, and interest requirements on debt obligations.

Net cash flow used for operations for the six months ended June 28, 1998
aggregated $1.9 for Aetna. This compares to net cash provided by operations of
$0.2 million for the same period in 1997. The decrease is due primarily to lower
net income and increase in tooling inventory, partially offset by increased
depreciation and amortization expenses and changes in deferred income taxes.

Net cash flow used for investing activities aggregated $10.3 million for the six
months ended June 28, 1998 as compared to $6.3 million for the same period in
1997 and consists principally of capital expenditures. The major capital
projects during 1998 have been the renovation of Plant 7 which will be used to
stamp the majority of the new Saturn LS jobs and the purchase of equipment for
the start up of the Aetna Manufacturing Canada plant in London, Ontario serving
CAMI's J II platform.

Net cash flows provided by financing aggregated $12.5 million for the six months
ended June 28, 1998 as compared to $2.2 million for the same period in the prior
year and in both cases represented increases in the Senior Revolving Credit
Facility. 

FUTURE OPERATING RESULTS

With the exception of historical matters, the matters discussed in this
Quarterly Report on Form 10-Q are forward-looking statements that involve risks
and uncertainties, including, but not limited to, factors related to the highly
competitive nature of the automotive supplier industry and its sensitivity to
changes in general economic conditions, the results of financing efforts and
other factors discussed in filings with the Securities and Exchange Commission.
Such factors could affect actual results during the remainder of 1998 and beyond
to differ materially from those expressed in any forward-looking statement made
by or on behalf of the Company. There can be no assurance that additional
sources of financing will not be required during the next twelve months as a
result of unanticipated cash demands or opportunities for expansion or
acquisition, changes in growth strategy or adverse operating results. There can
be no assurance that any additional funds required by the Company, whether
within the next twelve months or thereafter, will be available to Aetna on
satisfactory terms.

MS ACQUISITION
--------------
RESULTS OF OPERATIONS
On April 14, 1998, MS Acquisition completed a combination with Societe
Financiere d'Etude et de Developpement Industriel et Technologique S.A., a 
French societe anonyme (Sofedit) (the Combination). In connection with
the Combination, Sofedit's former stockholders transferred the outstanding
capital stock of Sofedit to MS Acquisition in exchange for: (i) promissory
notes of MS Acquisition in the principal amount of $40.9 million; (ii)
dividends in an amount of approximately $1.0 million; (iii) 270,000 shares of
Series B Preferred stock ($27.0 million stated value) of MS Acquisiton; (iv) 
shares of Common Stock of MS Acquisition, and (v) the assumption of
approximately $12.0 million of debt of former stockholders. The Combination has
been accounted for  as a reverse acquisition because the former owners of
Sofedit own approximately 75% of the fully diluted outstanding Common Stock of
the Company as a result of  the Combination. For accounting purposes, Sofedit
is considered to be the  acquiror to, and predecessor to the Company. 


                                       18

<PAGE>   19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (CONTINUED)

As a result of the Combination being accounted for as a reverse acquisition, the
financial statements included herein for December 31, 1997 and for the six month
period ended June 30,1997 represent the historical information of Sofedit, as
predecessor. The consolidated balance sheet at June 30, 1998 represents the
consolidated financial position of Sofedit and MS Acquisition. The statements of
operations and cash flows for the six months ended June 30, 1998 represent the
six month financial data of Sofedit, plus three months of financial data of MS
Acquisition (from April 1,1998).

The following table sets forth, for the periods indicated, MS Acquisition's
statement of operations expressed as a percentage of net sales. This table and
subsequent discussions should be read in conjunction with the condensed
consolidated financial statements and related notes thereto of MS Acquisition
included elsewhere herein.

<TABLE>
<CAPTION>
                                                       AS A PERCENTAGE OF NET SALES

                                                             SIX MONTHS ENDED
                                                             ----------------
                                             JUNE 30, 1998                     JUNE 30, 1997
                                             -------------                     -------------
<S>                                               <C>                              <C>
Net sales                                         100.0%                           100.0%
Cost of sales                                      88.7                             86.4
                                                  -----                            -----
Gross profit                                       11.3                             13.6
Selling, general and administrative
 expenses                                           5.6                              5.5
Research and development
 expenses                                           1.3                              1.6
Other expenses, net                                 0.5                              0.8
                                                  -----                            -----
Operating income                                    3.8                              5.7
Interest expense, net                               2.8                              2.1
                                                  -----                            -----
Income before
 income taxes                                       1.0                              3.6
Income tax provision                                0.4                              1.0
Share in net income of equity
 investees and minority interests                    --                             (0.1)
Losses in discontinued
 operations                                         0.6                              0.5
                                                  -----                            -----
Net income before preferred
 stock dividends                                    0.1%                             2.1%
                                                  =====                            =====

</TABLE>


                                       19
<PAGE>   20


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

SIX MONTHS ENDED JUNE 28, 1998 COMPARED TO SIX MONTHS ENDED JUNE 29, 1997

NET SALES: Net sales was $322.3 million, up from the $255.6 million for the six
months ended June 30, 1997. The increase in net sales is primarily attributable
to the Combination with MS Acquisition, which had sales of $47.2 million for the
three months since the date of Combination. The remaining increase of $19.5
million is due primarily to increased sales at Sofedit, partially offset by the
negative effect of currency fluctuation.

GROSS PROFIT: Gross profit was $36.3 million, or 11.3% of net sales, for the six
months ended June 30, 1998 compared to $34.7 million, or 13.6% of net sales, for
the same period in 1997. The gross profit decrease, as a percentage of sales, is
due primarily to (i) a significant steel price increase in Europe; (ii) a change
in sales mix leading to increased purchases of components; (iii) approximately
$2.0 million in non-recurring charges related to the bankruptcy of an equipment
supplier.

SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES: SG&A expenses for the six
months ended June 30,1998 were $18.2 million, or 5.6% of net sales, compared to
$14.0 million, or 5.5% of net sales, for the same period in 1997.

INTEREST EXPENSE: Interest expense for the six months ended June 30, 1998 was
$9.0 million, or 2.8% of net sales, compared to $5.4 million, or 2.1% of net
sales in the same period in the prior year. The increase in interest expense is
due principally to the Combination.

INCOME TAXES: The income tax provision for the six months ended June 30, 1998
was $ 1.4 million with an effective tax rate of 42.5% as compared to a provision
of $2.6 million with an effective tax rate of 28.5% for the same period in the
prior year.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity are cash generated from operations 
and short-term and long-term debt including the sale of receivables. The
Company's principal use for these funds is to finance working capital needs,
debt payments and planned maintenance and expansion activities. The Company's
liquidity is affected by both the cyclical nature of its business and its level
of net sales. The Company believes that operating cash flow and its line of
bank credit will be sufficient to cover its short-term and long-term capital
expenditures and debt payment obligations. Nevertheless, the Company's ability
to meet these liquidity demands will depend upon future operating performance,
which will be affected by prevailing economic conditions and financial,
business and other factors, certain of which are beyond the Company's control.

FINANCIAL CONDITION

At June 30, 1998 the Company had available cash, cash equivalents and marketable
securities totaling $22.9 million, compared to $11.6 million at December 31. At
June 30, 1998 the Company had current assets, of $315.5 million, compared to
$312.5 million in current liabilities, giving it a working capital $3.0
million, compared to $8.5 million at December 31, 1997.



                                       20
<PAGE>   21


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

FINANCIAL CONDITION (CONTINUED)

At June 30, 1998, the Company was committed to capital expenditures of
approximately $11.4 million through the end of 1998 for welding and assembly
machinery and press automation. The Company expects to cover these commitments
through cash flows from operating activities and leasing contracts.

At June 30, 1998, the Company had $24.3 million available under its Amended and
Restated Credit Agreement among Aetna, the Company, Aetna Holdings, Aetna
Export Sales Co., Aetna Canada and NBD Bank (the "Senior Revolving Credit
Facility"). In addition, the Company had outstanding, at June 30, 1998, $55.5
million under a receivables sales program.

CASH FLOWS

Net cash provided by operating activities was $31.3 million compared to $19.4
million in the same period of the prior year.

The principal reason for the increase in cash provided by operating activities
is attributable to improvements in working capital accounts, particularly sales
of receivables.

Net cash used for investing activities was $17.7 million and $10.3 million for
the six months ended June 30, 1998 and 1997, respectively. The increase is due
principally to increased capital expenditures.

Net cash used for financing was $2.2 million and $7.3 million for the six months
ended June 30, 1998 and 1997. This decrease was principally due to a higher
increase in line of credit borrowings in 1998 as compared to 1997.

The Company had net outstanding debt of $278.0 million, including $55.5 million
in short-term debt and $222.5 million in long-term debt. Short-term debt
consisted primarily of short-term bank loans and borrowings under the Senior
Revolving Credit Facility plus $15.3 million in bank overdrafts. Long-term debt
consisted of $85.0 million under the 11 7/8% Senior Notes of Aetna plus $109.6
million in long-term bank loans and $27.9 million amounts due under
leasing contracts.

OTHER BANK DEBT OF THE COMPANY

On June 30,1998, the Company and its subsidiaries had approximately $56.5
million of bank term loans outstanding and $31.5 million remaining outstanding
under leasings. These loans and leasings contain terms and conditions which are
standard in France and the United States.


                                       21
<PAGE>   22


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

EUROPEAN MONETARY UNION

Since a substantial portion of the Company's activities are carried out in
Europe, the Company is actively preparing for the introduction of a single 
European currency. After January 1, 1999, the Company will be required, upon
the request of any party with which it transacts to use the euro as a currency
of payment in its European commercial activities in certain financial
transactions and in dealings with administrative bodies. On the basis of
currently available information, the Company does not expect that expenses to
be incurred in connection with the introduction of the euro as a currency of 
payment for the Company will have a material adverse effect on the results of
operations or financial position of the Company.

YEAR 2000

The Company has conducted a review of its computer systems to identity those
areas that may not be Year 2000 compliant and is developing a plan to resolve
the issue. The Company believes that by modifying existing software and
obtaining new releases of licensed software, the Year 2000 transition can be
carried out without significant operational expenses or significant investments
in computer systems improvements. On the basis of currently available
information, the Company does not expect that expenses be incurred in connection
with the continuing identification of systems which are not Year 2000 compliant
and with their replacement or upgrade will have a material adverse impact on the
results of operations or financial position of the Company. There can be,
however, no assurances of the absence of any disruptions in the Company's own
systems or those of its customers and suppliers. The Company considers that
sufficient resources have been dedicated to address these issues in a
timely manner.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities". SFAS 133 addresses the accounting for
derivative instruments. This statement is not expected to have any effect on the
Company's financial position or results of operations.

In April 1998, the Accounting Standards Executive Committee issued Statement of
Position 98-5 ("SOP") 98-5), "Reporting on the Costs of Start-up Activities:.
This statement prescribes accounting treatment for start-up activities and is
effective for fiscal years beginning after December 15, 1998. This statement is
not expected to have a material effect on the Company's financial position or
result of operations.

In February, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 132 ("SFAS 132"), "Employers' Disclosure 
about Pension and Other post-Retirement Benefits." SFAS 132 revises employers'  
disclosures about pension and other post-retirement benefit plans but does not
change the measurement or recognition of those plans. This statement is not
expected to have a material effect on the Company's financial position or
results of operation.




                                       22
<PAGE>   23


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

FUTURE OPERATING RESULTS

With the exception of historical matters, the matters discussed in this
Quarterly Report on Form 10-Q are forward-looking statements that involve risks
and uncertainties, including, but not limited to, factors related to the highly
competitive nature of the automotive supplier industry and its sensitivity to
changes in general economic conditions, the results of financing efforts and
other factors discussed in MS Acquisition's filings with the Securities and
Exchange Commission. Such factors could affect MS Acquisition's actual results
during the remainder of 1998 and beyond to differ materially from those
expressed in any forward-looking statement made by or on behalf of MS
Acquisition. There can be no assurance that additional sources of financing will
not be required during the next twelve months as a result of unanticipated cash
demands or opportunities for expansion or acquisition, changes in growth
strategy or adverse operating results. There can be no assurance that any
additional funds required, whether within the next twelve months or thereafter,
will be available to MS Acquisition on satisfactory terms.


                                       23
<PAGE>   24


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable

PART II. OTHER INFORMATION


ITEM 1.    NOT APPLICABLE.

ITEM 2.    Changes in Securities and Use of Proceeds.

           On April 14, 1998, Aetna's parent, MS Acquisition Corp. completed a
           combination with Societe Financiere de Development Industrial et
           Technologique S.A., a French societe anonyme (Sofedit) (the
           Combination). In connection with the Combination, Sofedit's former
           stockholders transferred the outstanding capital stock of Sofedit to
           MS Acquisition in exchange for: (i) promissory notes of MS
           Acquisition in the principal amount of $40.9 million; (ii) dividends
           in an amount of approximately $1.0 million; (iii) 270,000 shares of
           Series B Preferred stock ($27.0 million stated value) of MS
           Acquisiton; (iv) shares of Common Stock of MS Acquisition, and (v) 
           the assumption of approximately $12.0 million of debt of former 
           stockholders. The Combination has been accounted for as a reverse 
           acquisition because the former owners of Sofedit own approximately 
           75% of the fully diluted outstanding Common Stock of the Company as
           a result of the Combination.  Ms Acquisition relied on the private 
           offering exemption of Section 4(2) of the Securities Act of 1933 
           with respect to the issuance of Shares of Common Stock and Series B
           Preferred Stock.

ITEM 3.    NOT APPLICABLE

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

           A unanimous written consent of Stockholders dated April 14, 1998,
           consented to and approved the Restated Certificate of Incorporation 
           filed with the Secretary of State of the State of Delaware on April
           14, 1998.  The Restated Certificate was filed in connection with the 
           consummation of the Combination.  A copy of the Restated Certificate
           was filed as an exhibit to MS Acquisition Corp.'s Current Report on 
           Form 8-K dated April 14, 1998 and filed April 29, 1998 with the 
           Securities and Exchange Commission.

ITEM 5.    NOT APPLICABLE

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a)        Exhibits


                                       24
<PAGE>   25

<TABLE>
<CAPTION>

EXHIBIT NO.                                        DESCRIPTION OF EXHIBITS
<S>                    <C>                                                                    
      4.1              Amended and Restated Credit Agreement dated April 10, 1998 among Aetna Industries, Inc., the Guarantors
                       party thereto, the lenders party thereto and NBD Bank      

      4.2              First Amendment to Credit Agreement May 20, 1998 among Aetna Industries, Inc., the Guarantors  party 
                       thereto, the lenders party thereto and NBD Bank    

     27.1              Financial Data Schedule for Aetna Industries, Inc. (EDGAR Filing Only)
     27.2              Financial Data Schedule for MS Acquisition Corp. (EDGAR Filing Only)
     27.3              Amended Financial Data Schedule for MS Acquisition Corp. (EDGAR Filing Only)

</TABLE>


(b)  Reports on Form 8-K.
        
     (1) No reports on Form 8-K were filed by Aetna during the three months 
         ended June 28, 1998

     (2) MS Acquisition Corp. Current Report on Form 8-K dated April 14, 1998
         and filed April 29, 1998 reporting Item 5 - Other Events with respect
         to the Combination.

     (3) MS Acquisition Corp. Amended Current Report on Form 8-K/A dated April
         14, 1998 and filed June 29, 1998 reporting financial statements of
         Sofedit, SA and pro forma financial statements.

                                       25
<PAGE>   26
                                      
                                      
                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.

The signatory hereby acknowledges and adopts the typed form of his name in the
electronic filing of this document with the Securities and Exchange Commission.

                                          Aetna Industries, Inc.


Date:  August 11, 1998                    By: /s/ Harold A. Brown
                                              -------------------
                                          Harold A. Brown
                                          Vice President, Finance and Secretary
                                          (Principal Financial and Accounting
                                          Officer)

                                          MS Acquisition Corp.
Date: August 11, 1998
                                          By: /s/ Harold A. Brown
                                             --------------------
                                          Harold A. Brown
                                          Vice President, Finance and Secretary
                                          (Principal Financial and Accounting
                                          Officer)


                                       26

<PAGE>   27


                                                                   EXHIBIT INDEX

Exhibit No.      Description of Exhibits
-----------      -----------------------

4.1              Amended and Restated Credit Agreement dated April 10, 1998
                 among Aetna Industries, Inc., the Guarantors party thereto,
                 the lenders party thereto and NBD Bank.
4.2              First Amendment to Credit Agreement May 20, 1998
                 among Aetna Industries, Inc., the Guarantors party thereto, the
                 lenders party thereto and NBD Bank.
27.1             Financial Data Schedule for Aetna Industries, Inc.
27.2             Financial Data Schedule form MS Acquisition Corp.
27.3             Amended Financial Data Schedule for MS Acquisition Corp.