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


                                    FORM 10-Q


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



For the quarter ended May 31, 2000           Commission file number 333-49957-01
                                                                   -------------



                           EAGLE-PICHER HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



           DELAWARE                                       13-3989553
---------------------------------           ------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)


      250 East Fifth Street, Suite 500, Cincinnati, Ohio          45202
--------------------------------------------------------------------------------
           (Address of principal executive offices)              Zip Code


Registrant's telephone number, including area code         513-721-7010
                                                  ------------------------------



                                (Not Applicable)
--------------------------------------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report


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 twelve months, and (2) has been subject to such filing
requirements for the past 90 days.                               Yes X    No
                                                                    ---     ---

Indicate by check mark whether the additional registrant, Eagle-Picher
Industries, Inc., has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.    Yes X    No
                                                                    ---     ---

625,001 shares of Class A common capital stock, $.01 par value each, were
outstanding at July 13, 2000.

374,999 shares of Class B common capital stock, $.01 par value each, were
outstanding at July 13, 2000.


                                       1
<PAGE>   2
                         TABLE OF ADDITIONAL REGISTRANTS



<TABLE>
<CAPTION>
                                        Jurisdiction of                                IRS Employer
                                        Incorporation or    Commission File           Identification
         Name                             Organization           Number                   Number
         ----                             ------------           ------                   ------

<S>                                     <C>                 <C>                       <C>
  Eagle-Picher Industries, Inc.             Ohio              333-49957                 31-0268670
  Daisy Parts, Inc.                         Michigan          333-49957-02              38-1406772
  Eagle-Picher Development Co., Inc.        Delaware          333-49957-03              31-1215706
  Eagle-Picher Far East, Inc.               Delaware          333-49957-04              31-1235685
  Eagle-Picher Minerals, Inc.               Nevada            333-49957-06              31-1188662
  Eagle-Picher Technologies, LLC            Delaware          333-49957-09              31-1587660
  Hillsdale Tool & Manufacturing Co.        Michigan          333-49957-07              38-0946293
  EPMR Corporation (f/k/a Michigan
    Automotive Research Corp.)              Michigan          333-49957-08              38-2185909
</TABLE>



                                       2
<PAGE>   3
                                TABLE OF CONTENTS





                                                                           Page
                                                                          Number
                                                                          ------

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements..............................................  4

     Condensed Consolidated Statements of Income (Loss)(Unaudited).........  4
     Condensed Consolidated Balance Sheets (Unaudited).....................  5
     Condensed Consolidated Statements of Cash Flows (Unaudited)...........  7
     Notes to Condensed Consolidated Financial Statements (Unaudited)......  9

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations............................... 20

Item 3.  Quantitative and Qualitative Disclosures About Market Risk........ 28


                          PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.................................. 29

Signatures................................................................. 30

Exhibit Index.............................................................. 39



                                       3
<PAGE>   4
                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS.


                           EAGLE-PICHER HOLDINGS, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)(UNAUDITED)
                (Dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>
                                         Three Months Ended           Six Months Ended
                                               May 31                      May 31
                                       ----------------------      ----------------------
                                         2000          1999          2000          1999
                                       --------      --------      --------      --------


<S>                                    <C>           <C>           <C>           <C>
Net Sales                              $221,480      $249,818      $443,323      $444,261
                                       --------      --------      --------      --------

Operating Costs and Expenses:
Cost of products sold (exclusive
  of depreciation)                      175,829       197,757       353,397       349,503
Selling and administrative               19,189        19,721        38,403        37,985
Depreciation                             12,073        11,953        24,385        22,065
Amortization of intangibles               4,124         4,395         8,261         8,415
Management compensation - special         1,560            --         1,560            --
Proceeds from insurance settlement           --            --       (16,000)           --
Gain on sales of divisions               (4,333)           --       (14,309)           --
Gain on sales of assets                    (226)           23          (388)          (11)
                                       --------      --------      --------      --------
                                        208,216       233,849       395,309       417,957
                                       --------      --------      --------      --------

Operating Income                         13,264        15,969        48,014        26,304

Interest expense                        (11,697)      (12,107)      (24,719)      (23,449)
Other income(expense)                      (246)          157          (377)          326
                                       --------      --------      --------      --------

Income Before Taxes                       1,321         4,019        22,918         3,181

Income Taxes                              2,750         1,650        13,750         1,950
                                       --------      --------      --------      --------

Net Income (Loss)                      $ (1,429)     $  2,369      $  9,168      $  1,231
                                       ========      ========      ========      ========

Income (Loss) Applicable to
  Common Shareholders                  $ (4,224)     $   (263)     $  3,413      $ (3,903)
                                       ========      ========      ========      ========

Income (Loss) per Common Share         $  (4.22)     $   (.26)     $   3.41      $  (3.90)
                                       ========      ========      ========      ========

Comprehensive Income (Loss)            $ (1,847)     $    617      $  7,732      $ (1,492)
                                       ========      ========      ========      ========
</TABLE>

See accompanying notes to the condensed consolidated financial statements.


                                       4
<PAGE>   5
                           EAGLE-PICHER HOLDINGS, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                     May 31     November 30
ASSETS                                                2000         1999
                                                    --------     --------

<S>                                                 <C>          <C>
CURRENT ASSETS
  Cash and cash equivalents                         $ 11,282     $ 10,071
  Receivables, less allowances                       122,575      122,499
  Inventories:
    Raw materials and supplies                        47,142       46,448
    Work in process                                   31,914       27,669
    Finished goods                                    15,785       16,382
                                                    --------     --------
                                                      94,841       90,499
  Net assets of operations to be sold                  2,697       64,201
  Prepaid expenses                                    10,804        7,063
  Deferred income taxes                               14,565       16,665
                                                    --------     --------

        Total current assets                         256,764      310,998
                                                    --------     --------

PROPERTY, PLANT AND EQUIPMENT                        331,496      319,778
  Less accumulated depreciation                       86,701       67,318
                                                    --------     --------
        Net property, plant and equipment            244,795      252,460
                                                    --------     --------


EXCESS OF ACQUIRED NET ASSETS OVER COST, net of
 accumulated amortization of $34,130 and
 $26,212, respectively                               204,163      205,565
                                                    --------     --------


OTHER ASSETS                                          70,297       72,977
                                                    --------     --------

        Total Assets                                $776,019     $842,000
                                                    ========     ========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                  $ 57,902     $ 50,588
  Long-term debt - current portion                    82,277       86,318
  Income taxes                                        10,728        2,291
  Other current liabilities                           64,410       63,869
                                                    --------     --------
        Total current liabilities                    215,317      203,066

LONG-TERM DEBT - less current portion                371,316      457,761

DEFERRED INCOME TAXES                                 10,086       10,086

OTHER LONG-TERM LIABILITIES                           24,301       23,820
                                                    --------     --------

        Total Liabilities                            621,020      694,733
                                                    --------     --------

11-3/4% CUMULATIVE REDEEMABLE EXCHANGEABLE
 PREFERRED STOCK; authorized 50,000 shares;
 issued and outstanding 14,191 shares                103,711       97,956
                                                    --------     --------
</TABLE>

                                       5
<PAGE>   6
                           EAGLE-PICHER HOLDINGS, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                       May 31      November 30
                                                        2000          1999
                                                      --------      --------

<S>                                                   <C>          <C>
SHAREHOLDERS' EQUITY
  Class A Common stock, authorized 625,001 shares,
    $.01 par value each; issued and outstanding
    625,001 shares                                           6             6

  Class B Common stock, authorized 374,999 shares,
    $.01 par value each; issued and outstanding
    374,999 shares                                           4             4

  Additional paid-in capital                            99,991        99,991
  Deficit                                              (46,489)      (49,902)
  Other comprehensive income                            (2,224)         (788)
                                                      --------      --------

        Total Shareholders' Equity                      51,288        49,311
                                                      --------      --------

        Total Liabilities and Shareholders' Equity    $776,019      $842,000
                                                      ========      ========
</TABLE>

See accompanying notes to the condensed consolidated financial statements.

                                       6
<PAGE>   7
                           EAGLE-PICHER HOLDINGS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                          Six Months Ended
                                                                May 31
                                                      -------------------------
                                                         2000            1999
                                                      --------         --------


<S>                                                   <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                         $  9,168         $  1,231
   Adjustments to reconcile net income
      to net cash provided by
      operating activities:
         Depreciation and amortization                  34,262           31,876
         Gain on sales of divisions                    (14,309)              --
         Changes in assets and liabilities,
          net of effect of acquisitions and
          divestitures:
            Receivables                                  2,728            9,010
            Inventories                                 (3,074)          (6,883)
            Accounts payable                             6,315           (7,755)
            Accrued liabilities                        (11,593)          (2,352)
            Other                                        7,487           (3,645)
                                                      --------         --------


              Net cash provided by
              operating activities                      30,984           21,482
                                                      --------         --------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of divisions                     83,880           12,400
   Acquisition                                          (6,839)         (60,168)
   Capital expenditures                                (17,767)         (24,400)
   Other                                                 1,445             (592)
                                                      --------         --------
               Net cash provided by (used in)
               investing activities                     60,719          (72,760)
                                                      --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Reduction of long-term debt                          (7,315)         (13,469)
   Net borrowings (repayments) under revolving
     credit agreements                                 (82,398)          63,054
   Other                                                  (779)            (675)
                                                      --------         --------
              Net cash provided by (used in)
              financing activities                     (90,492)          48,910
                                                      --------         --------
</TABLE>

                                       7
<PAGE>   8
                           EAGLE-PICHER HOLDINGS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in thousands)



<TABLE>
<CAPTION>
                                                          Six Months Ended
                                                               May 31
                                                      ------------------------
                                                        2000            1999
                                                      --------        --------


<S>                                                   <C>             <C>
Net increase (decrease) in cash and
 cash equivalents                                        1,211          (2,368)

Cash and cash equivalents, beginning of period          10,071          13,681
                                                      --------        --------
Cash and cash equivalents, end of period              $ 11,282        $ 11,313
                                                      ========        ========
</TABLE>



<TABLE>
<CAPTION>
Supplemental cash flow information:                     2000                1999
                                                        ----                ----

<S>                                                    <C>                 <C>
 Cash paid during the three months ended May 31:
     Interest paid                                     $15,976             $16,047
     Income taxes paid, net                            $ 2,984             $ 3,220


      Cash paid during the six months ended May 31:
          Interest paid                                $23,361             $21,559
          Income taxes paid, net                       $ 3,255             $ 7,998
</TABLE>

See accompanying notes to the condensed consolidated financial statements.


                                       8
<PAGE>   9
                           EAGLE-PICHER HOLDINGS, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

A.  BASIS OF REPORTING FOR INTERIM FINANCIAL STATEMENTS

      The accompanying unaudited consolidated financial statements of
Eagle-Picher Holdings, Inc. (the "Company") have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") have been omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements should
be read in conjunction with the financial statements and notes thereto included
for the fiscal year ended November 30, 1999 presented in the Company's Form 10-K
filed with the SEC on February 28, 2000.

      The financial statements presented herein reflect all adjustments
(consisting of normal and recurring accruals) which, in the opinion of
management, are necessary to fairly state the results of operations for the
three months and six months ended May 31, 2000 and 1999. Results of operations
for interim periods are not necessarily indicative of results to be expected for
an entire year. Certain prior year amounts have been reclassified to conform
with current year financial statement presentation.


B.  BASIC EARNINGS PER SHARE

      The calculation of net income (loss) per share is based upon the average
number of common shares outstanding, which was 1,000,000 in the three months and
six months ended May 31, 2000 and 1999. The net loss applicable to common
shareholders represents the net income reduced by, or the net loss increased by,
accreted dividends on preferred stock of $2.8 million and $2.6 million for the
three months ended May 31, 2000 and 1999, respectively, and $5.8 and $5.1 for
the six months ended May 31, 2000 and 1999, respectively. No potential common
stock was outstanding during the three months ended May 31, 2000 or 1999.


C.  ACQUISITIONS AND DIVESTITURES

      On December 1, 1999, the Company acquired the assets of the depleted zinc
business of Isonics Corporation ("Isonics") for $8.2 million; $6.7 million of
which was paid upon closing and $1.5 million of which consists of contingent
cash payments over three years. In addition, the Company negotiated a warrant to
acquire four million shares of common stock of Isonics in exchange for materials
to be delivered in 2000. This acquisition, which was financed from the revolving
credit facility under the Company's credit agreement, was accounted for as a
purchase.

      Effective March 15, 2000, the Company elected to exercise its warrant
using a "cashless exercise" feature where the Company will acquire fewer than
four million shares of stock and pay for such shares by surrendering a portion
of the warrant. The number of shares the Company will receive is currently being
negotiated; however, it is expected to be in excess of 3.1 million shares. This
investment was accounted for using the equity method.

      On June 30, 2000, the Company acquired the stock of BlueStar Battery
Systems Corporation, a Canadian corporation, for $4.9 million which was financed
from the Company's revolving credit facility. This acquisition will be accounted
for as a purchase.

      The proforma effects of these acquisitions will not be material to the
Company's operations for 2000 and 1999.


      On September 1, 1999, the Board of Directors approved a plan to explore
the sale of several smaller divisions in order to focus on core businesses. On
May 31, 2000, the

                                       9
<PAGE>   10
Company sold the assets of the Rubber Molding Division, including the stock of
its Spanish subsidiary, Eagle-Picher Rubber Molding S.A. In the first quarter of
2000, the Company sold the assets of the Ross Aluminum Foundries Division ("Ross
Aluminum") and the Michigan Automotive Research Corporation ("MARCO") and its
interest in the common stock of both units of the Fluid Systems Division in
three separate transactions. The aggregate net proceeds of all of the
transactions, which were approximately $83.9 million, were used to reduce
outstanding debt. The aggregate net gain of these transactions was approximately
$14.3 million. Subsequent to the sale of the assets of MARCO, the corporate name
of Michigan Automotive Research Corporation was changed to EPMR Corporation.


D.  INSURANCE PROCEEDS

      On February 24, 2000, the Company settled claims against a former insurer
regarding environmental remediation costs for $16.0 million. The Company
received payment of this amount on February 28, 2000.


E.  LEGAL MATTERS

      For other information on legal proceedings, see Item 3 of the Company's
Annual Report on Form 10-K for the fiscal year ended November 30, 1999.

      In addition, the Company is involved in routine litigation, environmental
proceedings and claims pending with respect to matters arising out of the normal
course of business. In management's opinion, the ultimate liability resulting
from all claims, individually or in the aggregate, will not materially affect
the Company's consolidated financial position, results of operations or cash
flows.


F.  SEGMENT REPORTING

      The Company has two reportable segments: automotive and industrial
products. The method for determining what information to report is based on the
way management organizes the operating segments within the company for making
operational decisions and assessing performance. The operations in the
Automotive Segment provide mechanical and structural parts for passenger cars,
vans, trucks and sport utility vehicles for original equipment manufacturers and
replacement markets. The operations in the Industrial Products Segment produce a
variety of products for the aerospace, nuclear, telecommunications electronics,
food and beverage and construction industries.

      The accounting policies used to develop segment information correspond to
those disclosed in the Company's consolidated financial statements for the year
ended November 30, 1999 included in Form 10-K. Sales between segments are not
material. The Company does not allocate certain corporate expenses to its
segments.

      Information about reported segment income or loss is as follows:

<TABLE>
<CAPTION>
                                   Three Months Ended         Six Months Ended
                                         May 31                    May 31
                                   -------------------       -------------------
                                    2000         1999         2000         1999
                                   ------       ------       ------       ------

                                             (In millions of dollars)
<S>                                <C>          <C>          <C>          <C>
Net Sales
  Automotive                       $131.1       $156.1       $273.9       $264.9
  Industrial                         90.4         93.7        169.4        179.4
                                   ------       ------       ------       ------
    Total                          $221.5       $249.8       $443.3       $444.3
                                   ======       ======       ======       ======

Income (Loss) Before Taxes:
  Automotive                       $  6.7       $  5.4       $ 17.0       $  7.9
  Industrial                           .5           .6          (.3)        (1.6)
  Corporate                          (5.9)        (2.0)         7.5         (4.4)
                                   ------       ------       ------       ------
    Total                          $  1.3       $  4.0       $ 22.9       $  3.2
                                   ======       ======       ======       ======
</TABLE>

                                       10
<PAGE>   11
      As previously mentioned, the Company sold its Ross Aluminum, MARCO and
Fluid Systems Divisions in the first quarter of 2000 and its Rubber Molding
Division in the second quarter of 2000. All were included in the Automotive
Segment. The net assets of these divisions, which were included in the caption
"Net assets of operations to be sold," were $59.1 million as of November 30,
1999.

      The Company adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" (SFAS 131)
as of November 30, 1999. Additional information about reported segment income or
loss for the year ended November 30, 1999 in a format consistent with presenta-
tion under SFAS 131 is as follows:



<TABLE>
<CAPTION>
                                      Nine Months      Twelve Months
                                         Ended             Ended
                                    August 31, 1999  November 30, 1999
                                    ---------------  -----------------

<S>                                 <C>              <C>
Net Sales:
  Automotive                            $405.7            $553.2
  Industrial                             269.9             360.1
                                        ------            ------
    Total                               $675.6            $913.3
                                        ======            ======

Income (Loss) Before Taxes:
  Automotive                            $  8.3            $ (3.3)
  Industrial                                .3              (7.1)
  Corporate                               (7.1)            (10.0)
                                        ------            ------
    Total                               $  1.5            $(20.4)
                                        ======            ======
</TABLE>


G.  SUPPLEMENTAL GUARANTOR INFORMATION

      The indebtedness of the Company's wholly-owned subsidiary, Eagle-Picher
Industries, Inc. ("Subsidiary") includes a syndicated secured loan facility
("Credit Agreement") and $220.0 million in senior subordinated notes
("Subordinated Notes"). Both the Credit Agreement and the Subordinated Notes are
guaranteed on a full, unconditional and joint and several basis by the Company
and certain of the Subsidiary's wholly-owned domestic subsidiaries ("Subsidiary
Guarantors") including Carpenter Enterprises Ltd., which was acquired in 1999,
and Eagle-Picher Acceptance Corporation, which was formed in 1999. Management
has determined that full financial statements and other disclosures concerning
the Subsidiary or the Subsidiary Guarantors would not be material to investors
and such financial statements are not presented. The following supplemental
condensed combining financial statements present information regarding the
Subsidiary, the Subsidiary Guarantors and the subsidiaries that did not
guarantee the debt.

      The Subsidiary and the Subsidiary Guarantors are subject to restrictions
on the payment of dividends under the terms of both the Credit Agreement and the
Indenture supporting the Subordinated Notes, both of which were filed with the
Company's Form S-4 Registration Statement No. 333-49957-01 filed on April 11,
1998 and both of which were incorporated by reference to the Company's Form 10-K
filed on February 28, 2000.

                                       11
<PAGE>   12
                          EAGLE-PICHER HOLDINGS, INC.
    SUPPLEMENTAL CONDENSED COMBINED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
                        THREE MONTHS ENDED MAY 31, 2000

<TABLE>
<CAPTION>
                                                             GUARANTORS
                                                 -------------------------------------    NON-GUARANTORS
                                                            EAGLE-PICHER    SUBSIDIARY       FOREIGN
                                                 ISSUER    HOLDINGS, INC.   GUARANTORS     SUBSIDIARIES    ELIMINATIONS     TOTAL
                                                 ------    --------------   ----------     ------------    ------------     -----
                                                                             (IN THOUSANDS OF DOLLARS)
<S>                                              <C>       <C>              <C>           <C>              <C>             <C>
 Net Sales
    Customers                                    $45,980       $  --         $153,068         $22,432        $   --        $221,480
    Intercompany                                   3,963          --            4,493           2,742         (11,198)         --

Operating Costs and Expenses:
    Cost of products sold (exclusive of
     depreciation)                                38,166          --          127,984          20,851         (11,172)      175,829
    Selling and administrative                    11,270             2          5,496           2,421            --          19,189
    Management compensation                        1,560          --             --              --              --           1,560
    Intercompany charges                          (3,298)         --            3,298            --              --            --
    Depreciation                                   2,868          --            8,282             923            --          12,073
    Amortization of intangibles                    1,104          --            2,780             240            --           4,124
    (Gain) loss on sales of divisions             (1,100)         --             --            (3,233)           --          (4,333)
    (Gain) loss on sales of assets                   (34)         --             (202)             10            --            (226)
                                                 -------       -------       --------         -------        --------      --------
        Total                                     50,536             2        147,638          21,212         (11,172)      208,216
                                                 -------       -------       --------         -------        --------      --------

Operating Income (Loss)                             (593)           (2)         9,923           3,962             (26)       13,264

Other Income (Expense)
    Interest expense                              (4,017)         --           (7,045)         (1,132)            497       (11,697)
    Other income (expense)                           174          --              532            (455)           (497)         (246)
    Equity in earnings of
     consolidated subsidiaries                     3,500        (1,427)           419            --            (2,492)         --
                                                 -------       -------       --------         -------        --------      --------

Income (Loss) Before Taxes                          (936)       (1,429)         3,829           2,375          (2,518)        1,321

Income Taxes (Benefit)                                46          --            3,180            (476)           --           2,750
                                                 -------       -------       --------         -------        --------      --------

Net Income (Loss)                                $  (982)      $(1,429)      $    649         $ 2,851        $ (2,518)     $ (1,429)
                                                 =======       =======       ========         =======        ========      ========
</TABLE>

                                       12
<PAGE>   13
                           EAGLE-PICHER HOLDINGS, INC.
    SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
                          SIX MONTHS ENDED MAY 31, 2000


<TABLE>
<CAPTION>
                                                                 GUARANTORS
                                                        --------------------------   NON-GUARANTORS
                                                         EAGLE-PICHER   SUBSIDIARY      FOREIGN
                                              ISSUER    HOLDINGS, INC.  GUARANTORS    SUBSIDIARIES   ELIMINATIONS       TOTAL
                                              ------    --------------  ----------    ------------   ------------       -----
                                                                        (IN THOUSANDS OF DOLLARS)
<S>                                          <C>        <C>             <C>          <C>             <C>              <C>
 Net Sales
   Customers                                 $ 90,146       $ --         $295,039       $ 58,138       $   --         $443,323
   Intercompany                                 8,128         --            7,048          5,159        (20,335)          --

Operating Costs and Expenses:
   Cost of products sold (exclusive of
    depreciation)                              75,080         --          244,065         54,509        (20,257)       353,397
   Selling and administrative                  21,278            7         11,672          5,484            (38)        38,403
   Management compensation                      1,560         --             --             --             --            1,560
   Intercompany charges                        (6,692)        --            6,691            (37)            38           --
   Depreciation                                 5,677         --           16,322          2,386           --           24,385
   Amortization of intangibles                  2,259         --            5,522            480           --            8,261
   Proceeds from insurance settlement         (16,000)        --             --             --             --          (16,000)
   (Gain) loss on sales of subsidiaries         1,260         --           (3,976)       (11,593)          --          (14,309)
   (Gain) loss on sales of assets                 (34)        --             (394)             7             33           (388)
                                             --------       ------       --------       --------       --------       --------
      Total                                    84,388            7        279,902         51,236        (20,224)       395,309
                                             --------       ------       --------       --------       --------       --------

Operating Income (Loss)                        13,886           (7)        22,185         12,061           (111)        48,014

Other Income (Expense)
   Interest expense                            (8,683)        --          (14,500)        (2,639)         1,103        (24,719)
   Other income (expense)                         403         --            1,058           (735)        (1,103)          (377)
   Equity in earnings of
    consolidated subsidiaries                  12,614        9,175            770           --          (22,559)          --
                                             --------       ------       --------       --------       --------       --------

Income (Loss) Before Taxes                     18,220        9,168          9,513          8,687        (22,670)        22,918

Income Taxes                                    8,164         --            5,465            121           --           13,750
                                             --------       ------       --------       --------       --------       --------

Net Income (Loss)                            $ 10,056       $9,168       $  4,048       $  8,566       $(22,670)      $  9,168
                                             ========       ======       ========       ========       ========       ========
</TABLE>


                                       13
<PAGE>   14
                           EAGLE-PICHER HOLDINGS, INC.
           SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
                               AS OF MAY 31, 2000

<TABLE>
<CAPTION>
                                                                        GUARANTORS
                                                             ---------------------------  NON-GUARANTORS
                                                              EAGLE-PICHER    SUBSIDIARY     FOREIGN
                                                    ISSUER   HOLDINGS, INC.   GUARANTORS   SUBSIDIARIES   ELIMINATIONS       TOTAL
                                                    ------   --------------   ----------   ------------   ------------      -----
                                                                              (IN THOUSANDS OF DOLLARS)
<S>                                               <C>        <C>              <C>          <C>            <C>              <C>
ASSETS
Cash and cash equivalents                         $  4,409       $      1      $    743      $ 5,943       $     186       $ 11,282
Receivables, net                                     2,767           --          94,272       25,536            --          122,575
Intercompany accounts receivable                    14,577           --           5,947          221         (20,745)          --
Inventories                                         25,902           --          60,438        9,730          (1,229)        94,841
Net assets of operations to be sold                  2,697           --            --           --              --            2,697
Prepaid expenses                                     1,639           --           7,145        2,020            --           10,804
Deferred income taxes                               14,565           --            --           --              --           14,565
                                                  --------       --------      --------      -------       ---------       --------
          Total current assets                      66,556              1       168,545       43,450         (21,788)       256,764

Property, Plant & Equipment, net                    37,412           --         181,310       26,106             (33)       244,795

Investment in subsidiaries                         121,241        157,229         7,602         --          (286,072)          --

Excess of Acquired Net Assets Over Cost, net        48,881           --         143,047       12,235            --          204,163

Other Assets                                        54,559           --          21,466          328          (6,056)        70,297
                                                  --------       --------      --------      -------       ---------       --------

        Total Assets                              $328,649       $157,230      $521,970      $82,119       $(313,949)      $776,019
                                                  ========       ========      ========      =======       =========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable                                  $ 21,774       $   --        $ 41,056      $(4,928)      $    --         $ 57,902
Intercompany accounts payable                           46           --             144       20,148         (20,338)          --
Long-term debt - current portion                    26,607           --          54,500        1,670            (500)        82,277
Income taxes                                        10,583           --            --            145            --           10,728
Other current liabilities                           36,556           --          21,510        6,344            --           64,410
                                                  --------       --------      --------      -------       ---------       --------
          Total current liabilities                 95,566           --         117,210       23,379         (20,838)       215,317

Long-term Debt - less current portion              368,986           --           5,557        2,330          (5,557)       371,316

Deferred Income Taxes                               10,086           --            --           --              --           10,086

Other Long-Term Liabilities                         22,712             12         1,000          579              (2)        24,301
                                                  --------       --------      --------      -------       ---------       --------

          Total Liabilities                        497,350             12       123,767       26,288         (26,397)       621,020

Intercompany Accounts                              315,765)          --         296,512       29,782         (10,529)          --

11 3/4% Cumulative Redeemable
          Exchangeable Preferred Stock                --          103,711          --           --              --          103,711

Shareholders' Equity                               147,064         53,507       101,691       26,049        (277,023)        51,288
                                                  --------       --------      --------      -------       ---------       --------

         Total Liabilities & Equity               $328,649       $157,230      $521,970      $82,119       $(313,949)      $776,019
                                                  ========       ========      ========      =======       =========       ========
</TABLE>


                                       14
<PAGE>   15
                           EAGLE-PICHER HOLDINGS, INC.
      SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
                          SIX MONTHS ENDED MAY 31, 2000



<TABLE>
<CAPTION>
                                                                      GUARANTORS
                                                             --------------------------  NON-GUARANTORS
                                                              EAGLE-PICHER   SUBSIDIARY     FOREIGN
                                                    ISSUER   HOLDINGS, INC.  GUARANTORS   SUBSIDIARIES  ELIMINATIONS      TOTAL
                                                    ------   --------------  ----------   ------------  ------------      -----
                                                                        (IN THOUSANDS OF DOLLARS)
<S>                                                <C>       <C>             <C>          <C>           <C>             <C>
Cash Flows From Operating Activities:
Net Income (Loss)                                  $ 10,056      $ 9,168      $  4,048      $  8,566      $(22,670)     $  9,168
Adjustments to reconcile net income
  (loss) to cash provided by (used in)
  operating activities:
  Equity in earnings (loss) of consolidated
    subsidiaries                                    (12,614)      (9,175)         (770)         --          22,559          --
  Depreciation and amortization                       9,346         --          22,050         2,866          --          34,262
  (Gain) loss on sales of divisions                   1,260         --          (3,976)      (11,593)         --         (14,309)
  Changes in assets and liabilities, net of
    effect of acquisitions and divestitures          15,133            7         5,290       (12,037)       (6,530)        1,863
                                                   --------      -------      --------      --------      --------      --------

         Net cash provided by (used in)
                operating activities                 23,181         --          26,642       (12,198)       (6,641)       30,984
                                                   --------      -------      --------      --------      --------      --------

Cash Flows From Investing Activities:
Proceeds from sales of divisions                     45,834         --          10,430        27,616          --          83,880
Acquisition of division                                --           --          (6,839)         --            --          (6,839)
Capital expenditures                                   (853)        --         (13,666)       (3,248)         --         (17,767)
Other                                                 2,264         --             372          (503)         (688)        1,445
                                                   --------      -------      --------      --------      --------      --------

         Net cash provided by (used in)
                investing activities                 47,245         --          (9,703)       23,865          (688)       60,719
                                                   --------      -------      --------      --------      --------      --------

Cash Flows From Financing Activities:
Reduction of long-term debt                          (7,315)        --            --            --            --          (7,315)
Net borrowings(repayments)under revolving
  credit agreements                                 (63,000)        --          (9,250)      (10,148)         --         (82,398)
Other                                                    (6)        --            --            (773)         --            (779)
                                                   --------      -------      --------      --------      --------      --------

         Net cash financing activities              (70,321)        --          (9,250)      (10,921)         --         (90,492)
                                                   --------      -------      --------      --------      --------      --------


Increase (decrease) in cash                             105         --           7,689           746        (7,329)        1,211

Intercompany accounts                                   240         --          (7,816)          109         7,467          --

Cash and cash equivalents,
  beginning of period                                 4,064            1           870         5,088            48        10,071
                                                   --------      -------      --------      --------      --------      --------

Cash and cash equivalents,
  end of period                                    $  4,409      $     1      $    743      $  5,943      $    186      $ 11,282
                                                   ========      =======      ========      ========      ========      ========
</TABLE>

                                       15
<PAGE>   16
                           EAGLE-PICHER HOLDINGS, INC.
    SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
                         THREE MONTHS ENDED MAY 31, 1999

<TABLE>
<CAPTION>
                                                        GUARANTORS
                                                -------------------------  NON-GUARANTORS
                                                 EAGLE-PICHER  SUBSIDIARY      FOREIGN
                                        ISSUER  HOLDINGS, INC. GUARANTORS   SUBSIDIARIES  ELIMINATIONS    TOTAL
                                        ------  -------------- ----------   ------------  ------------    -----
                                                              (IN THOUSANDS OF DOLLARS)
<S>                                     <C>     <C>            <C>         <C>            <C>            <C>
 Net Sales
   Customers                            $58,820      $ --       $164,172      $26,826      $   --        $249,818
   Intercompany                           4,033        --          1,945        2,092        (8,070)         --

Operating Costs and Expenses:
   Cost of products sold (exclusive
      of depreciation)                   46,420        --        134,260       25,190        (8,113)      197,757
   Selling and administrative            11,052        --          6,144        2,565           (40)       19,721
   Intercompany charges                  (2,839)       --          2,838          (46)           47          --
   Depreciation                           2,921        --          7,789        1,243          --          11,953
   Amortization of intangibles            1,759        --          2,393          243          --           4,395
   (Gain) loss on sale of assets             (6)       --             12           17          --              23
                                        -------      ------     --------      -------      --------      --------
                      Total              59,307        --        153,436       29,212        (8,106)      233,849
                                        -------      ------     --------      -------      --------      --------

Operating Income (Loss)                   3,546        --         12,681         (294)           36        15,969

Other Income (Expense)
   Interest expense                      11,810)       --            (73)        (224)         --         (12,107)
   Other income (expense)                   398        --           --           (241)         --             157
   Equity in earnings of
      consolidated subsidiaries           7,982       2,369          254         --         (10,605)         --
                                        -------      ------     --------      -------      --------      --------

Income (Loss) Before Taxes                  116       2,369       12,862         (759)      (10,569)        4,019

Income taxes (benefit)                   (2,471)       --          3,916          205          --           1,650
                                        -------      ------     --------      -------      --------      --------

Net Income (Loss)                       $ 2,587      $2,369     $  8,946      $  (964)     $(10,569)     $  2,369
                                        =======      ======     ========      =======      ========      ========
</TABLE>

                                       16
<PAGE>   17
                           EAGLE-PICHER HOLDINGS, INC.
    SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF INCOME (LOSS) (UNAUDITED)
                          SIX MONTHS ENDED MAY 31, 1999

<TABLE>
<CAPTION>
                                                             GUARANTORS
                                                    --------------------------  NON-GUARANTORS
                                                     EAGLE-PICHER   SUBSIDIARY     FOREIGN
                                           ISSUER   HOLDINGS, INC.  GUARANTORS   SUBSIDIARIES   ELIMINATIONS      TOTAL
                                           ------   --------------  ----------   ------------   ------------      -----
                                                                    (IN THOUSANDS OF DOLLARS)
<S>                                       <C>       <C>             <C>          <C>            <C>              <C>
Net Sales
    Customers                             $109,803       $ --        $280,921       $53,537       $   --         $444,261
    Intercompany                             7,145         --           4,579         3,971        (15,695)          --

Operating Costs and Expenses:
    Cost of products sold (exclusive
       of depreciation)                     86,826         --         229,000        49,450        (15,773)       349,503
    Selling and administrative              21,469         --          11,486         5,134           (104)        37,985
    Intercompany charges                    (5,196)        --           5,195          (111)           112           --
    Depreciation                             5,837         --          13,835         2,393           --           22,065
    Amortization of intangibles              3,144         --           4,786           485           --            8,415
    (Gain) loss on sale of assets              (16)        --            --               5           --              (11)
                                          --------       ------      --------       -------       --------       --------
        Total                              112,064         --         264,302        57,356        (15,765)       417,957
                                          --------       ------      --------       -------       --------       --------

Operating Income                             4,884         --          21,198           152             70         26,304

Other Income (Expense)
    Interest expense                       (22,982)        --             (73)         (394)          --          (23,449)
    Other income (expense)                     545         --              36          (255)          --              326
    Equity in earnings of
       consolidated subsidiaries            13,826        1,231           260          --          (15,317)          --
                                          --------       ------      --------       -------       --------       --------

Income (Loss) Before Taxes                  (3,727)       1,231        21,421          (497)       (15,247)         3,181

Income taxes (benefit)                      (5,148)        --           6,329           769           --            1,950
                                          --------       ------      --------       -------       --------       --------

Net Income (Loss)                         $  1,421       $1,231      $ 15,092       $(1,266)      $(15,247)      $  1,231
                                          ========       ======      ========       =======       ========       ========
</TABLE>

                                       17
<PAGE>   18
                           EAGLE-PICHER HOLDINGS, INC.
           SUPPLEMENTAL CONDENSED COMBINED BALANCE SHEETS (UNAUDITED)
                             AS OF NOVEMBER 30, 1999


<TABLE>
<CAPTION>
                                                                      GUARANTORS
                                                             --------------------------  NON-GUARANTORS
                                                              EAGLE-PICHER   SUBSIDIARY     FOREIGN
                                                   ISSUER    HOLDINGS, INC.  GUARANTORS   SUBSIDIARIES  ELIMINATIONS       TOTAL
                                                   ------    --------------  ----------   ------------  ------------       -----
                                                                             (IN THOUSANDS OF DOLLARS)
<S>                                               <C>        <C>             <C>         <C>            <C>               <C>
ASSETS
Cash and cash equivalents                         $  4,064       $      1      $    870      $ 5,088      $      48       $ 10,071
Receivables, net                                    13,428           --          92,721       16,350           --          122,499
Intercompany accounts receivable                     8,368           --          12,255          455        (21,078)          --
Inventories                                         24,211           --          57,014       10,618         (1,344)        90,499
Net assets of operations to be sold                 46,641           --           6,839       10,721           --           64,201
Prepaid expenses                                     1,783           --           4,355          925           --            7,063
Deferred income taxes                               16,665           --            --           --             --           16,665
                                                  --------       --------      --------      -------      ---------       --------
          Total current assets                     115,160              1       174,054       44,157        (22,374)       310,998

Property, Plant & Equipment, net                    42,001           --         184,295       26,197            (33)       252,460

Investment in Subsidiaries                         109,009        148,054         6,834         --         (263,897)          --

Excess of Acquired Net Assets Over Cost, net        50,799           --         142,051       12,715           --          205,565

Other Assets                                        49,460           --          22,859          625             33         72,977
                                                  --------       --------      --------      -------      ---------       --------

     Total Assets                                 $366,429       $148,055      $530,093      $83,694      $(286,271)      $842,000
                                                  ========       ========      ========      =======      =========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable                                  $  9,928       $   --        $ 35,837      $ 4,823           --         $ 50,588
Intercompany accounts payable                          124           --            --          7,588         (7,712)          --
Long-term debt - current portion                    16,374           --          63,750        6,194           --           86,318
Income taxes                                         1,826           --            --            465           --            2,291
Other current liabilities                           37,870           --          22,970        3,486           (457)        63,869
                                                  --------       --------      --------      -------      ---------       --------
          Total current liabilities                 66,122           --         122,557       22,556         (8,169)       203,066

Long-term Debt - less current portion              449,534           --           7,836        8,227         (7,836)       457,761

Deferred Income Taxes                               10,086           --            --           --             --           10,086

Other Long-Term Liabilities                         23,047              5          --            768           --           23,820
                                                  --------       --------      --------      -------      ---------       --------

          Total liabilities                        548,789              5       130,393       31,551        (16,005)       694,733

Intercompany Accounts                              344,941)          --         324,500       36,660        (16,219)          --

11 3/4% Cumulative Redeemable
          Exchangeable Preferred Stock                --           97,956          --           --             --           97,956

Shareholders' Equity                               162,581         50,094        75,200       15,483       (254,047)        49,311
                                                  --------       --------      --------      -------      ---------       --------

         Total Liabilities and Shareholders'
                 Equity                           $366,429       $148,055      $530,093      $83,694      $(286,271)      $842,000
                                                  ========       ========      ========      =======      =========       ========
</TABLE>

                                       18
<PAGE>   19
                           EAGLE-PICHER HOLDINGS, INC.
      SUPPLEMENTAL CONDENSED COMBINING STATEMENTS OF CASH FLOWS (UNAUDITED)
                          SIX MONTHS ENDED MAY 31, 1999

<TABLE>
<CAPTION>
                                                                    GUARANTORS
                                                           ---------------------------  NON-GUARANTORS
                                                            EAGLE-PICHER    SUBSIDIARY      FOREIGN
                                                 ISSUER    HOLDINGS, INC.   GUARANTORS    SUBSIDIARIES  ELIMINATIONS       TOTAL
                                                 ------    --------------   ----------    ------------  ------------       -----
                                                                     (IN THOUSANDS OF DOLLARS)
<S>                                              <C>        <C>             <C>         <C>            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                $  1,421       $1,231       $ 15,092       $(1,266)      $(15,247)      $  1,231
Adjustments to reconcile net income
    (loss) to cash provided by (used in)
    operating activities:
    Equity in earnings of consolidated
     subsidiaries                                 (13,826)      (1,231)          (260)         --           15,317           --
    Depreciation and amortization                  10,377         --           18,621         2,878           --           31,876
    Changes in assets and liabilities,
       net of effect of acquisitions
       and divestitures                            (9,140)        --           (1,931)       (1,124)           570        (11,625)
                                                 --------       ------       --------       -------       --------       --------

    Net cash provided by (used in)
       operating activities                       (11,168)        --           31,522           488            640         21,482
                                                 --------       ------       --------       -------       --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of division                     12,400         --             --            --             --           12,400
Acquisition of division                              --           --          (60,168)         --             --          (60,168)
Capital expenditures                               (2,599)        --          (16,165)       (5,636)          --          (24,400)
Other                                                (682)        --               51          (416)           455           (592)
                                                 --------       ------       --------       -------       --------       --------

    Net cash provided by (used in)
       investing activities                         9,119         --          (76,282)       (6,052)           455        (72,760)
                                                 --------       ------       --------       -------       --------       --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Reduction of long-term debt                       (13,469)        --             --            --             --          (13,469)
Borrowings (repayments) on revolving
    credit agreement                               59,175         --             --            --             --           59,175
Other                                                 (54)        --             --           3,258           --            3,204
                                                 --------       ------       --------       -------       --------       --------

    Net cash provided by financing
     activities                                    45,652         --             --           3,258           --           48,910
                                                 --------       ------       --------       -------       --------       --------

Increase (decrease) in cash and
    cash equivalents                               43,603         --          (44,760)       (2,306)         1,095         (2,368)

Intercompany accounts                             (46,689)        --           46,632         1,145         (1,088)          --

CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD                             7,464            1            712         5,125            379         13,681
                                                 --------       ------       --------       -------       --------       --------

CASH AND CASH EQUIVALENTS,
    END OF PERIOD                                $  4,378       $    1       $  2,584       $ 3,964       $    386       $ 11,313
                                                 ========       ======       ========       =======       ========       ========
</TABLE>


                                       19
<PAGE>   20

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

RESULTS OF OPERATIONS

         The Company conducts its business through Eagle-Picher Industries,
Inc., ("Subsidiary"), a diversified manufacturing, mining and technology
company. The Subsidiary conducts its business through both unincorporated
divisions and separately incorporated subsidiaries, both of which are referred
to herein as divisions. The Subsidiary is the Company's only subsidiary,
therefore, the Company's results of operations and cash flow approximate
those of the Subsidiary. References herein will be to the Company, except for
instances where it is more appropriate to specifically refer to the Subsidiary.

         Please refer to Note F. contained in Item 1. of this report regarding
Segment Reporting.

         Net Sales. The Company's net sales were $221.5 million in the three
months ended May 31, 2000 compared to $249.8 million in the comparable period of
1999, a decrease of 11.3%. The primary reasons for the decline are the effect of
the sales of the Ross Aluminum, MARCO and Fluid Systems Divisions in the first
quarter of 2000 and declines in the sales of the Industrial Group discussed
below. Sales for the six months ended May 31, 2000 and 1999 were $443.3 million
and $444.3 million, respectively, a decline of 0.2%. The decreases in 2000
relating to divestitures in the first quarter and weaker demand in the
Industrial Group were offset by the inclusion of Carpenter Enterprises, Ltd.,
which was acquired as of March 1, 1999, in the full six months of 2000 compared
to only the second quarter of 1999.

         Net sales of the Automotive Group declined 16.0% in the second quarter
of 2000 compared to the same period in 1999, primarily due to the divestitures
of the Ross Aluminum, MARCO and Fluid Systems Divisions, which were all
automotive divisions, in the first quarter of 2000. Excluding the effects of the
divestitures, automotive sales were off 1.7%. In the Automotive Group, the
Company is under constant pressure from its customers to reduce prices. In
addition, the products it manufactures become obsolete from time to time as
customers change product designs and the Company must compete for replacement
business. The growth in the Company's automotive component sales has been
tempered by the discontinuation of certain customer programs. At the same time,
the acquisition of Carpenter has expanded the Company's precision-machined
automotive product lines and diversified its customer base. Sales for the six
months ended May 31, 2000 were flat compared to the comparable period of 1999 as
the addition of Carpenter in the second quarter of 1999 offset the decreases due
to the divestitures in 2000.

         Net sales of the Industrial Group declined 3.5% in the second quarter
of 2000 compared to the second quarter of 1999 and 5.5% in the six months ended
May 31, 2000 compared to the same period in 1999. Demand for aerospace products
in general has been soft, particularly satellites, as certain satellite programs
have struggled following the failure of Iridium. In addition, demand for
wheel-tractor scrapers has been weak in 2000 compared to 1999. Declines
resulting from these items were somewhat offset by increases in sales resulting
from increased demand for forklift trucks and large orders for boron products.

         Cost of Products Sold. Cost of products sold (excluding depreciation
expense) was $175.8 million (79.4% of sales) in the second quarter of 2000
compared to $197.8 million (79.2% of sales) in the same period of 1999. As a
percentage of sales, there was very little change. Cost of products sold for the
six months ended May 31, 2000 was $353.4 million (79.7% of sales) compared to
$349.5 million (78.7% of sales) in the same period of 1999. The percentage of
sales is slightly higher in 2000 due to the inefficiencies experienced at the
Fluid Systems Division in the first quarter of 2000. Also in the first quarter
of 2000, operations manufacturing construction equipment experienced poor
overhead absorption resulting from lower volumes and start-up costs for new
programs.

         Selling and Administrative. Selling and administrative expenses were
$19.2 million and $19.7 million in the second quarters of 2000 and 1999,
respectively, and $38.4 million and $38.0 million in the six months ended May
31, 2000 and 1999, respectively. Declines due to the sales of the Ross Aluminum,
MARCO and Fluid Systems Divisions in the first quarter of 2000 were offset by
the costs of a long-term deferred compensation plan for managers.

                                       20
<PAGE>   21

         Depreciation. Depreciation expense was $12.1 million and $12.0 million
in the second quarters of 2000 and 1999, respectively, and $24.4 million and
$22.1 million in the six months ended May 31, 2000 and 1999, respectively. In
accordance with purchase accounting, a company is allowed one year from the date
of an acquisition to finalize its purchase price adjustments. Although Carpenter
was acquired as of March 1, 1999, the appraisals necessary to adjust the
property, plant and equipment to fair value were not completed and analyzed
until November 30, 1999. Therefore, the depreciation expense in the second
quarter of 1999 does not reflect the total depreciation related to Carpenter. In
addition, depreciation increased in 2000 in divisions where significant capital
expenditures were recently made, notably operations manufacturing
precision-machined automotive parts and heavy-duty fork lift trucks. These
increases were offset by the sale of the Ross Aluminum, Fluid Systems and MARCO
divisions in the first quarter of 2000.

         Amortization of Intangibles. Amortization of intangibles was $4.1
million and $4.4 million in the second quarters of 2000 and 1999, respectively.
The decrease in amortization is due to the write-off of goodwill associated with
the divisions which were divested in the first quarter. Amortization of
intangibles was $8.3 million and $8.4 million in the six months ended May 31,
2000 and 1999, respectively. Amortization of intangibles has declined in 2000,
despite the acquisition of the Isonics assets, due to the reallocation of the
Carpenter purchase price from goodwill to property, plant and equipment as
previously discussed and the sale of the Ross Aluminum Division in the first
quarter of 2000. In addition, goodwill related to another division held for sale
had been deemed impaired as of November 30, 1999, and as such, had been written
off at that time.

         Management Compensation - Special. Management compensation - special is
severance related to the separation from employment of a senior executive.

         Proceeds from Insurance Settlement. The Company settled claims against
a former insurer regarding environmental remediation costs for $16.0 million and
received such proceeds in the first quarter of 2000.

         Gain on Sale of Divisions. On May 31, 2000, the Company sold the assets
of the Rubber Molding Division, including the stock of its Spanish subsidiary,
Eagle-Picher Rubber Molding S.A., for approximately $31.4 million, resulting in
a gain of $4.3 million on the transaction. In addition, the Company sold the
assets of its Ross Aluminum and MARCO Divisions and its interest in the common
stock of its two subsidiaries which combined formed its Fluid Systems Division.
The aggregate net proceeds of and gain on these transactions in the six months
ended May 31, 2000 were approximately $83.9 million and $14.3 million,
respectively.

         Interest Expense. Interest expense was $11.7 million and $12.1 million
in the second quarters of 2000 and 1999, respectively. Interest expense was
$24.7 million in the six months ended May 31, 2000 compared to $23.4 million for
the same period in 1999. Despite higher interest rates on variable debt in 2000,
interest expense in the second quarter of 2000 was lower than that of 1999 due
to the application of the proceeds from the sales of the Ross Aluminum, MARCO
and Fluid Systems Divisions in the first quarter of 2000 to debt.

         Income Before Taxes. Income before taxes was $1.3 million and $4.0
million in the second quarters of 2000 and 1999, respectively. Increases
resulting from the gain on the sale of the Rubber Molding Division in the second
quarter of 2000 were offset by results of that division that were lower than
those in the second quarter of 1999 due to disruptions and activities of that
sale transaction, reduced volumes of aerospace products and severance related to
the separation from employment of a senior executive.

         Income before taxes was $22.9 million in the six months ended May 31,
2000 compared

                                       21
<PAGE>   22
to $3.2 million in the same period of 1999. The incremental difference is
comprised basically of the following items: 1) the receipt of $16.0 million of
insurance proceeds in the first quarter of 2000; 2) the $14.3 million gain
resulting from the sale of the Ross Aluminum, MARCO, Fluid Systems and Rubber
Molding Divisions in 2000; 3) the reduction in income in 2000 from 1999
resulting from the sales of the Ross Aluminum, MARCO and Fluid Systems Divisions
in the first quarter of 2000; 4) the effects of lower sales volumes and start-up
costs in the Industrial Group as described below; and 5) severance relating to
the termination of a senior executive.

         Income before taxes in the Automotive Group in the second quarters of
2000 and 1999 was $6.7 million and $5.4 million, respectively. Income before
taxes for the six months ended May 31, 2000 was $17.0 million compared to $7.9
million for the same period in 1999. In the second quarter, increases resulting
from the gain on the sale of the Rubber Molding Division of $4.3 million were
somewhat offset by the results of that division that were lower than the second
quarter of 1999 due to the disruptions and activities of that sale transaction.
In addition, there were minor efficiency issues at one of the plants
manufacturing precision-machined automotive parts. The effects of the purchase
price allocation for the Carpenter acquisition described above and the effect of
unfavorable exchange rates on the translation of results of European operations
also had a negative impact on income before taxes in the Automotive Group. The
gain on the sales of Divisions of $14.3 million in the six months ended May 31,
2000 was also partially offset by the items discussed above and by the reduction
in income in 2000 from 1999 resulting from the sales of the Ross Aluminum, MARCO
and Fluid Systems Divisions in the first quarter of 2000.

         Income before taxes in the Industrial Group was $0.5 million and $0.6
million in the second quarters of 2000 and 1999, respectively. Reduced volumes
of aerospace products resulted in poorer absorption of overhead and lower
operating margins. This decline was offset by lower interest costs in the
Industrial Group due to lower net investment and increased operating income at
the Minerals Division. The losses before taxes in the Industrial Group for the
six months ended May 31, 2000 and 1999 were $1.6 million and $0.3 million. In
addition to the items discussed in relation to the second quarter, there were
start-up costs relating to the contract manufacturing of parts for construction
equipment and poor overhead absorption due to low volumes of wheel-tractor
scrapers which affected the results of the first six months of 2000.

         The corporate losses before taxes in the second quarters of 2000 and
1999 were $5.9 million and $2.0 million, respectively. Reasons for the larger
loss include costs of a long-term deferred compensation plan for managers,
severance costs relating to the separation from employment of a senior executive
and increased amortization of financing costs relating to the implementation of
the accounts receivable loan agreement in the third quarter of 1999. Corporate
income before taxes for the six months ended May 31, 2000 was $7.5 million
compared to a loss of $4.4 million in the same period of 1999. The same items
which contributed to the increased loss in the second quarter also apply to the
first six months of 2000. However, these items were offset by the $16.0 million
insurance settlement. Generally, corporate losses before taxes exist because the
Company does not allocate certain corporate expenses to its segments.

         Income Taxes. Income taxes and the effective rate of income tax vary
for several reasons, the most significant being the tax deductibility of
goodwill. A portion of the goodwill amortization relating to the Company's
acquisition of Eagle-Picher Industries, Inc. is deductible, however the amount
of goodwill that has tax basis changes as contingent liabilities that existed
for tax purposes at the time of that acquisition are resolved. Amortization of
the goodwill related to the acquisition of Carpenter is not deductible for tax
purposes. Goodwill associated with certain of the Divisions which were divested
was not deductible for tax purposes, which resulted in a tax gain in excess of
the gain on sales of divisions recognized in the statement of income.

         Net Income (Loss). The net loss was $1.4 million in the three months
ended May 31, 2000 compared to net income of $2.4 million in the three months
ended May 31, 1999. Net

                                       22
<PAGE>   23
income for the six months ended May 31, 2000 and 1999 was $9.2 million and $1.2
million, respectively. Factors contributing to the differences (discussed in
detail above) include the effects of the acquisition of Carpenter in the second
quarter of 1999, the effects of the divestitures of the Ross Aluminum, MARCO,
Fluid Systems and Rubber Molding Divisions in 2000 ("Divested Divisions"),
particularly the gain on the sale of those divisions, the insurance settlement
in 2000 and increased interest costs resulting from higher interest rates in
2000.

         The loss applicable to common shareholders was increased to $4.2
million by dividends accreted on the 11 3/4% Cumulative Redeemable Exchangeable
Preferred Stock ("Preferred Stock") of $2.8 million in the three months ended
May 31, 2000. The income applicable to common shareholders was reduced to $(.3)
million by preferred stock dividends of $2.1 million in the three months ended
May 31, 1999. Preferred stock dividends of $5.8 million and $5.1 million in the
six months ended May 31, 2000 and 1999, respectively, reduced income applicable
to common shareholders to $3.4 million and $(3.9) million, respectively.


LIQUIDITY AND CAPITAL RESOURCES


         The following are certain financial data regarding earnings before
interest, taxes, depreciation and amortization ("EBITDA"), cash flows and
earnings to fixed charges and preferred stock dividends:

<TABLE>
<CAPTION>
                                                                            Six Months Ended
                                                                                 May 31
                                                                         ----------------------
                                                                          2000             1999
                                                                         ------           -----
                                                                        (In millions of dollars)

<S>                                                                      <C>              <C>
        EBITDA                                                           $53.2            $58.1
        Cash provided by operating activities                             31.0             21.5
        Cash provided by (used in) investing activities                   60.7            (72.8)
        Cash provided by (used in) financing activities                  (90.5)            48.9
        Preferred stock dividends accreted                                 5.8              5.1
        Earnings/fixed charges and preferred stock dividends               1.55X             .93X
</TABLE>
  EBITDA

         The Company's EBITDA is defined for purposes hereof as earnings before
interest expense, income taxes, depreciation and amortization, certain one-time
management compensation expenses and other non-cash items, such as gains and
losses on sales of divisions. EBITDA, as defined herein, may not be comparable
to similarly titled measures reported by other companies and should not be
construed as an alternative to operating income or to cash flows from operating
activities, as determined in accordance with GAAP, as a measure of the Company's
operating performance or liquidity, respectively. Funds depicted by EBITDA are
not available for management's discretionary use to the extent they are required
for debt service and other commitments.

         The Company's EBITDA for the six months ended May 31, 2000 was $53.2
million, compared to the EBITDA of the same period in 1999 of $58.1 million.
Increases in EBITDA resulting primarily from the Carpenter acquisition were
offset by decreases resulting from lower volumes of wheel tractor scrapers and
aerospace products, and the results of operations and the timing of the sales of
the Divested Divisions. Excluding the results of the Divested Divisions, EBITDA
declined $3.1 million from the second quarter of 1999 to the comparable period
in 2000. Reasons for this decline include lower volumes of aerospace products
and inefficiencies at a plant manufacturing precision-machined automotive parts
as well as slightly-lower volumes in certain precision-machined product lines.




                                       23
<PAGE>   24
Operating Activities

         Cash provided by operating activities was $31.0 million and $21.5
million for the six months ended May 31, 2000 and 1999, respectively, and
consisted of the following:

                                                 Six Months Ended May 31
                                                 -----------------------
                                                     2000        1999
                                                     ----        ----

                                                (in millions of dollars)

                Income (loss) before taxes          $22.9       $3.1
                Depreciation and amortization,
                  excluding amortization of
                  deferred financing costs           32.6       30.5
                Gain on sales of divisions          (14.3)         -
                Add back interest expense            24.7       23.5
                Interest paid                       (23.3)     (21.5)

                Income taxes paid, net               (3.2)      (8.0)
                Working capital and other            (8.4)      (6.1)
                                                    -----      -----
                                                    $31.0      $21.5
                                                    =====      =====

         See "Results of Operations" for discussions concerning income (loss)
before taxes, depreciation and amortization, gain on sales of divisions and
interest expense.

         Interest paid increased in 2000 due to the acquisition of Carpenter in
the second quarter of 1999 and higher interest rates in 2000. Differences
between interest expense and interest paid result primarily from amortization of
deferred financing costs.

         The Company determined that no Federal income tax extension payment was
needed in 2000 for the tax year ended November 30, 1999. Income taxes paid in
2000 relating to the tax year ended November 30, 2000 were somewhat offset by a
refund of income taxes in Germany. A portion of the Federal income tax liability
associated with the tax year ended November 30, 1998 was paid in fiscal year
1999.

         Generally, working capital management was better in 2000 than in 1999,
however this was offset by the collection of a receivable in 1999 related to the
sale of a division and by payments made in 2000 for bonuses related to the
acquisition of the Company in 1998, several bankruptcy claims and post-closing
expenses of divisions sold.


Investing Activities

         Cash provided by investing activities was $60.7 million in the six
months ended May 2000. Cash used in investing activities was $72.8 million in
the six months ended May 31, 1999. In the first six months of 2000, the Company
sold its Ross Aluminum, MARCO, Fluid Systems and Rubber Molding Divisions. The
aggregate net proceeds of these transactions were $83.9 million. Early in the
first quarter of 1999, the Company received $12.4 million in cash relating to
the sale of the Trim Division.

         On December 1, 1999, the Company acquired the assets of the depleted
zinc business of Isonics, which required $6.7 million cash at the closing. This
acquisition was financed from the Company's revolving credit facility.
Additional payments totaling $1.5 million are due over the next three years
provided certain contingencies are met. The Company also negotiated a warrant to
acquire four million shares of common stock of Isonics in exchange for materials
to be delivered in 2000. Effective March 15, 2000, the Company elected to
exercise its warrant using a "cashless exercise" feature, where the Company will
acquire

                                       24
<PAGE>   25
fewer than four million shares of stock and pay for such shares by surrendering
a portion of the warrant. The number of shares the Company will receive is
currently being negotiated; however it is expected to be in excess of 3.1
million shares. The Company's cash requirement for the acquisition of Carpenter
in the second quarter of 1999 was $60.2 million, including transaction costs. In
addition, the Company also assumed $12.4 million in debt which was not
refinanced.

         Capital expenditures were $17.8 million and $24.4 million in the six
months ended May 31, 2000 and 1999, respectively. Other than a small plant
expansion in 1999, these expenditures generally related to capital needed for
new programs and to maintain existing business. The Credit Agreement currently
limits capital expenditures to $50 million annually and the Company does not
expect that capital expenditures will exceed this amount in 2000.

Financing Activities

         Cash used in financing activities was $90.5 million in the first six
months of 2000, due primarily to repayments of loans under the various credit
agreements. The proceeds of the division sales and the insurance proceeds were
used to repay outstanding debt. Cash provided by financing activities was $48.9
million for the comparable period in 1999. The Company's borrowings to finance
the acquisition of Carpenter were in excess of regularly scheduled debt payments
and the 1998 excess cash flow payment required by the Credit Agreement in that
period.


Earnings to Fixed Charges and Preferred Stock Dividends

         The ratio of earnings to fixed charges and preferred stock dividends
for the six months ended May 31 was 1.55X in 2000 and .93X in 1999. In 1999,
earnings were insufficient to cover fixed charges and preferred stock dividends
by $2.0 million. The increase in 2000 is due primarily to the receipt of
insurance proceeds and the gain on sales of divisions. If these items were
excluded from income before taxes, the ratio of earnings to fixed charges and
preferred stock dividends would have been .58X and earnings would have been
insufficient to cover fixed charges and preferred stock dividends by $13.1
million. The resulting decrease from .93X to .58X is due to increased interest
resulting from the Carpenter Acquisition and higher interest rates coupled with
flat or declining operating results as discussed in "Results of Operations."


Liquidity and Capital Resources

         The revolving facility under the Credit Agreement of $220.0 million is
available for both borrowings and the issuance of letters of credit. At May 31,
2000 the Company had outstanding borrowings and letters of credit under the
Facility of $73.0 million and $52.3 million, respectively, leaving the Company
with available borrowing capacity of $94.7 million. The receipt of the insurance
proceeds and the proceeds of the division sales improved the Company's liquidity
since November 30, 1999. In addition, the borrowings outstanding on the
Company's European lines of credit were substantially reduced with the proceeds
of the sale of the Fluid Systems Division. The Company also has an accounts
receivable loan agreement ("Receivables Agreement") which has a term of 364 days
and which is expected to be renewed over the term of the Credit Agreement. The
Company was in compliance with the covenants of all of its credit facilities,
including its Credit Agreement and Subordinated Notes, at May 31, 2000.

         Excluding the Receivables Agreement, scheduled debt repayments are
$8.9 million

                                       25
<PAGE>   26
in the remaining six months of 2000. In addition to scheduled debt repayments,
the Company elected to redeem an $8.0 million industrial revenue bond which had
an original maturity date in 2012. No penalties were incurred for this
transaction and there was no impact on the Company's liquidity since the letter
of credit securing the outstanding industrial revenue bond against the Company's
revolving credit facility was canceled. The Credit Agreement, as amended,
requires the Company to make mandatory repayments of 50% of annual cash flow as
defined by the Credit Agreement, the net proceeds from sales of assets (subject
to certain conditions), the proceeds of new debt issued and 50% of the net
proceeds of any equity issued. No excess cash flow payment is due in 2000 for
the year ended November 30, 1999 and the proceeds from the sales of the Divested
Divisions are not required to be used to repay debt if such proceeds are used to
purchase assets within the period specified in the Credit Agreement. Scheduled
debt payments under the Credit Agreement and the industrial revenue bonds for
2001 and 2002 are $20.8 million and $25.6 million, respectively.

         On June 30, the Company acquired the stock of BlueStar Battery Systems
Corporation for $4.9 million. The acquisition was financed from the Company's
revolving credit facility.

         The Subsidiary has reached an agreement in principle to settle the last
remaining claim from its chapter 11 reorganization. It is anticipated the second
and final bankruptcy distribution of approximately $11.3 million will be made in
2000, after the settlement of this last claim is final.

         Cash and cash equivalents were $11.3 million at May 31, 2000. The
Company estimates that it needs approximately $8.0 million to $10.0 million in
cash for operations. The Company's liquidity needs are primarily for debt
service and capital maintenance. The Company believes that its cash flows from
operations and available borrowings under its bank credit facilities will be
sufficient to fund its anticipated liquidity requirements for the next twelve
months. In the event that the foregoing sources are not sufficient to fund the
Company's expenditures and service its indebtedness, the Company would be
required to raise additional funds.


EURO CONVERSION

         On January 1, 1999, eleven members of the European Union adopted the
euro as their common legal currency and established fixed conversion rates
between their existing local currencies and the euro. During the transition
period, which runs from January 1, 1999 through December 31, 2002, transactions
may take place using either the euro or a local currency. However, conversion
rates will no longer be computed directly from one local currency to another,
but be converted from one local currency into an amount denominated in euro,
then be converted from the euro denominated amount into the second local
currency. On July 1, 2002, the local currencies will no longer be legal tender
for any transactions.

         The Company has both operating divisions and domestic export customers
located in Europe. In 1999, combined revenues from these sources were
approximately 11% of total revenues. The Company has operations in Germany and
just sold its operations in Spain, which are participating in the euro
conversion, and the United Kingdom, which has elected not to participate at this
time. Certain of our European operations have adopted the euro as their
reporting currency, although many transactions, such as payroll, some billing
and vendor invoicing, still occur in local currencies. The remaining operations
located in the participating countries plan to make the euro the functional
currency sometime during the transition period. The costs associated with the
conversion to date have not been material.

         The Company is currently assessing the competitive impact of the euro
conversion on the Company's operations, both in Europe and in the United States.
In markets where sales

                                       26
<PAGE>   27
are made in U.S. dollars, there may be pressures to denominate sales in the
euro, however, exchange risks resulting from these transactions could be
mitigated through hedging. Pressures to price products in euros may be more
urgent for operations located in the United Kingdom, particularly in the
automotive industry, as the European automotive industry is somewhat dominated
by German companies. The currency risk to the operations located in the United
Kingdom could also be hedged, however the risk is greater on a regional level
that the hedging could result in additional costs that could harm the cost
competitiveness of those operations.

  RECENTLY ISSUED ACCOUNTING STANDARDS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which addresses the accounting
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. The accounting for gains and losses
resulting from changes in the fair value of a derivative depends on the its
intended use and the resulting designation. In June 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133." Based on the new
effective date, the Company will adopt the provisions of this statement in the
first quarter of the fiscal year ending November 30, 2001. In June 2000, the
FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities," which amended certain provisions of SFAS No. 133.
The Company is currently assessing the impact that SFAS No. 133 and SFAS No. 138
will have on its financial position or the results of its operations.

         Other recent accounting standards issued by the FASB are not applicable
to the Company.

RESTRICTIONS ON PAYMENT OF DIVIDENDS

         The Subsidiary and the Subsidiary Guarantors are subject to
restrictions on the payment of dividends and other forms of payment in both the
Credit Agreement and the Indenture for the Subordinated Notes. Those
restrictions generally prohibit the payment of dividends to the Company either
directly by the Subsidiary or indirectly through any Subsidiary Guarantor.
Certain limited exceptions are provided allowing for payments to the Company.
Specifically, the Subsidiary is authorized to make payments to the Company in
amounts not in excess of any amounts the Company is required to pay to meet its
consolidated income tax obligations. Additional payments from the Subsidiary to
the Company are permitted commencing September 1, 2003 in amounts not in excess
of the Company's obligations to make any cash dividend payments required to be
paid under the Company's Preferred Stock and to make any cash interest payments
required to be paid under any debentures issued by the Company in exchange for
the Company's Preferred Stock ("Exchange Debentures").

FORWARD-LOOKING STATEMENTS

         This Form 10-Q contains statements which, to the extent that they are
not recitations of historical fact, constitute "forward looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934. The
words "estimate," "anticipate," "project," "intend," "believe," "expect," and
similar expressions are intended to identify forward-looking statements. Forward
looking statements in this report include, but are not limited to (1) statements
regarding the impact of the acquisition of Isonics under "Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Results of Operations;" (2) statements regarding the Company's anticipated
ownership interest in Isonics and anticipated capital expenditures for the
remaining six months of 2000 under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Investing
Activities;" (3) statements regarding the anticipated final bankruptcy
distribution in 2000 under "Item 2. Management's Discussion

                                       27
<PAGE>   28
and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources;" (4) statements regarding the ability of the Company to fund
its anticipated liquidity requirements for the next twelve months under "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources;" and (5) statements regarding the
potential costs associated with hedging currency risks to the operations and the
impact on the competitiveness of operations in the United Kingdom under "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Euro Conversion." Such forward-looking information involves
important risks and uncertainties that could materially alter results in the
future from those expressed in any forward-looking statements made by, or on
behalf of, the Company. These risks and uncertainties include, but are not
limited to, the ability of the Company to maintain existing relationships with
customers; the ability of the Company to successfully implement productivity
improvements, cost reduction initiatives, facilities expansion; and the ability
of the Company to develop, market and sell new products and the ability of the
Company to continue to comply with environmental laws, rules and regulations.
Other risks and uncertainties include uncertainties relating to economic
conditions, acquisitions and divestitures, government and regulatory policies,
technological developments and changes in the competitive environment in which
the Company operates. Persons reading this Form 10-Q are cautioned that such
forward-looking statements are only predictions and that actual events or
results may differ materially. In evaluating such statements, readers should
specifically consider the various factors which could cause actual events or
results to differ materially from those indicated by such forward-looking
statements.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         On February 26, 1998, the Company entered into a three-year interest
rate swap agreement ("Swap Agreement") with its lead bank to partially hedge its
interest rate exposure on variable rate loans under the Credit Agreement. Both
term loans and revolving credit loans under the Credit Agreement bear interest
at a variable rate equal to either (a) the average daily rate on overnight U.S.
federal funds transactions, or (b) the London Interbank Offered Rate shown on
Telerate Page 3750 for the applicable interest period ("LIBOR"), plus, in either
case, an applicable spread. Under this agreement, the Company pays a fixed rate
of 5.805% on a notional amount of $150.0 million and receives LIBOR on that
amount, effectively fixing the interest rate on $150.0 million of debt
outstanding under the Credit Agreement at 5.805% plus the applicable spread.

         Loans under the Company's accounts receivable loan agreement
("Receivables Agreement") bear interest at a variable rate equal to market rates
on commercial paper having a term similar to the applicable interest period. The
Company's industrial revenue bonds ("IRB's") bear interest at variable rates
based on the market for similar issues.

         As of May 31, 2000, there was $229.9 million of variable-rate debt
outstanding, of which interest on $150.0 million is essentially fixed by the
Swap Agreement. The interest rate risk on the remaining variable-rate debt
outstanding, which in the aggregate totals $79.9 million, has not been hedged.
Accordingly, a 1% increase in the applicable index rates would result in
additional interest expenses of $0.8 million per year, assuming no change in the
level of borrowing.



                                       28
<PAGE>   29

         PART II. OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits


27.1  Financial Data Schedule

(b) Reports on Form 8-K

    None.




                                       29
<PAGE>   30
                                   SIGNATURES



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.







                                       EAGLE-PICHER HOLDINGS, INC.





                                        /s/ Philip F. Schultz
                                       -----------------------------------
                                       Philip F. Schultz
                                       Senior Vice President and
                                       Chief Financial Officer

                                       (Principal Financial Officer)



DATE   July 13, 2000
    -------------------


                                       30
<PAGE>   31
                                   SIGNATURES



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.







                                       EAGLE-PICHER INDUSTRIES, INC.





                                        /s/ Philip F. Schultz
                                       -----------------------------------
                                       Philip F. Schultz
                                       Senior Vice President and
                                       Chief Financial Officer

                                       (Principal Financial Officer)



DATE   July 13, 2000
    -------------------


                                       31
<PAGE>   32
                                   SIGNATURES



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.







                                       DAISY PARTS, INC.





                                        /s/ Gary M. Freytag
                                       -----------------------------------
                                       Gary M. Freytag
                                       Vice President and Treasurer
                                       (Principal Financial Officer)



DATE   July 13, 2000
    -------------------


                                       32
<PAGE>   33
                                   SIGNATURES



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.







                                       EAGLE-PICHER DEVELOPMENT COMPANY, INC.





                                        /s/ Gary M. Freytag
                                       -----------------------------------
                                       Gary M. Freytag
                                       Vice President and Treasurer
                                       (Principal Financial Officer)



DATE   July 13, 2000
    -------------------


                                       33
<PAGE>   34
                                   SIGNATURES



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.







                                       EAGLE-PICHER FAR EAST, INC.





                                        /s/ Gary M. Freytag
                                       -----------------------------------
                                       Gary M. Freytag
                                       Vice President and Treasurer
                                       (Principal Financial Officer)



DATE   July 13, 2000
    -------------------


                                       34
<PAGE>   35
                                   SIGNATURES



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.







                                       EAGLE-PICHER MINERALS, INC.





                                        /s/ Gary M. Freytag
                                       -----------------------------------
                                       Gary M. Freytag
                                       Vice President and Treasurer
                                       (Principal Financial Officer)



DATE   July 13, 2000
    -------------------


                                       35
<PAGE>   36
                                   SIGNATURES



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.







                                       EAGLE-PICHER TECHNOLOGIES, LLC





                                        /s/ R. Doug Wright
                                       -----------------------------------
                                       R. Doug Wright
                                       Vice President, Controller
                                       and Chief Financial Officer



DATE   July 13, 2000
    -------------------


                                       36
<PAGE>   37
                                   SIGNATURES



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.







                                       HILLSDALE TOOL & MANUFACTURING CO.





                                        /s/ Gary M. Freytag
                                       -----------------------------------
                                       Gary M. Freytag
                                       Vice President and Treasurer
                                       (Principal Financial Officer)



DATE   July 13, 2000
    -------------------


                                       37
<PAGE>   38
                                   SIGNATURES



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.







                                       EPMR CORPORATION (F/K/A MICHIGAN
                                       AUTOMOTIVE RESEARCH CORPORATION)





                                        /s/ Gary M. Freytag
                                       -----------------------------------
                                       Gary M. Freytag
                                       Vice President and Treasurer
                                       (Principal Financial Officer)



DATE   July 13, 2000
    -------------------


                                       38
<PAGE>   39


                                  EXHIBIT INDEX





Exhibit No.                    Description
-----------                    -----------


27.1              Financial Data Schedule (submitted electronically to the
                  Securities and Exchange Commission for its information.)








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