TABLE OF CONTENTS




|                               |                                                                                                |  |  |  |  |  |  | 
|------------------------------ | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | ITEM 1. FINANCIAL STATEMENTS                                                                  
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|                               | ITEM 3. MARKET RISK EXPOSURES                                                                 
|PART II  OTHER INFORMATION   
|                               | ITEM 1. LEGAL PROCEEDINGS                                                                     
|                               | ITEM 5. OTHER INFORMATION                                                                     
|                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      



---



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the Fiscal Quarter Ended December 31, 1999

or

[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

GLASSTECH, INC.
(Exact name of registrant as specified in its charter)

|                                                                        |  |                                      |  |                                             
|----------------------------------------------------------------------- |  | ------------------------------------ |  | --------------------------------------------
|Delaware
(State or other jurisdiction
of incorporation or organization) |  | 33-32185-01
(Commission
file number) |  | 13-3440225
(IRS Employer
Identification No.)

|                                                                                                      |  |                 
|----------------------------------------------------------------------------------------------------- |  | ----------------
|Ampoint Industrial Park, 995 Fourth Street, Perrysburg, Ohio
(Address of principal executive offices) |  | 43551
(Zip Code)

|                                                    |  |               
|--------------------------------------------------- |  | --------------
|Registrants telephone number, including area code: |  | (419)-661-9500

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [ ]

The number of shares of common stock, $.01 par value, outstanding as of
February 4, 2000 was 1,000.



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##### Table of Contents






PART I  FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

The condensed consolidated financial statements presented herein are
unaudited but, in the opinion of management, reflect all adjustments necessary
to present fairly such information for the periods and at the dates indicated.
Since the following condensed unaudited financial statements have been prepared
in accordance with Article 10 of Regulation S-X, they do not contain all
information and footnotes normally contained in annual consolidated financial
statements. Accordingly they should be read in conjunction with the
Consolidated Financial Statements and notes thereto appearing in the Annual
Report on Form 10-K for the fiscal year ended June 30, 1999, as filed with the
Securities and Exchange Commission on September 23, 1999. The interim results
of operations are not necessarily indicative of results for the entire year.

2



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##### Table of Contents



GLASSTECH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |        |       |       | 
|------------------------------------ | ---------------------------------------------------------------------------- | -------------------------------------------------- | ---------------------------------------------------------- | ------- | ----------------- | ----- | ------------- | ------ | ----- | ----- | 
|                                     |                                                                              |                                                    |                                                            |         | December 31, 1999 |       | June 30, 1999
|                                     |                                                                              |                                                    |                                                            |         |                   |       |              
|Assets                              
|                                    
|                                    
|                                    
|                                    
|Current assets:                     
|                                    
|                                    
|                                    
|                                    
|                                     | Cash and cash equivalents                                                    |                                                    | $                                                          | 8,800   |                   |       | $             | 8,661  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts receivable:                                                        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Contracts:                                        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              |                                                    | Uncompleted, including unbilled amounts of $675 and $1,430 |         |                   | 2,420 |               |        |       | 3,602 | 
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              |                                                    | Completed                                                  |         |                   | 1,993 |               |        |       | 459   | 
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Trade, less allowance of $40 for doubtful accounts |                                                            |         | 1,705             |       |               |        | 1,469 |      
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       
|                                     |                                                                              |                                                    | 6,118                                                      |         |                   |       | 5,530         |       
|                                    
|                                    
|                                    
|                                    
|                                     | Inventory:                                                                  
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Replacement and service parts                      |                                                            |         | 2,057             |       |               |        | 1,999 |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Furnace contracts and other                        |                                                            |         | 697               |       |               |        | 1,368 |      
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       
|                                     |                                                                              |                                                    | 2,754                                                      |         |                   |       | 3,367         |       
|                                    
|                                    
|                                    
|                                    
|                                     | Prepaid expenses                                                             |                                                    |                                                            | 433     |                   |       |               | 350    |      
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       
|Total current assets                 |                                                                              |                                                    | 18,105                                                     |         |                   |       | 17,908        |       
|                                    
|                                    
|                                    
|                                    
|Property, plant and equipment, net   |                                                                              |                                                    | 6,129                                                      |         |                   |       | 6,789         |       
|                                    
|                                    
|                                    
|                                    
|Other assets:                       
|                                    
|                                    
|                                    
|                                    
|                                     | Patents, less accumulated amortization of $4,317 and $3,454                  |                                                    |                                                            | 13,965  |                   |       |               | 14,829 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Goodwill, less accumulated amortization of $6,403 and $5,145                 |                                                    |                                                            | 44,022  |                   |       |               | 45,280 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Deferred financing costs and other                                           |                                                    |                                                            | 3,524   |                   |       |               | 3,856  |      
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       
|Total other assets                   |                                                                              |                                                    | 61,511                                                     |         |                   |       | 63,965        |       
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | $                                                  | 85,745                                                     |         |                   | $     | 88,662        |       
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       
|Liabilities and shareholders equity
|                                    
|                                    
|                                    
|                                    
|Current liabilities:                
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts payable                                                             |                                                    | $                                                          | 1,805   |                   |       | $             | 1,710  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Billings in excess of costs and estimated earnings on uncompleted contracts  |                                                    |                                                            | 4,500   |                   |       |               | 3,250  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Accrued liabilities:                                                        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Interest                                           |                                                            |         | 4,462             |       |               |        | 4,462 |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Salaries and wages                                 |                                                            |         | 1,157             |       |               |        | 1,702 |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Contract costs                                     |                                                            |         | 1,297             |       |               |        | 795   |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Other                                              |                                                            |         | 1,300             |       |               |        | 1,094 |      
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       
|                                     |                                                                              |                                                    | 8,216                                                      |         |                   |       | 8,053         |       
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       
|Total current liabilities            |                                                                              |                                                    | 14,521                                                     |         |                   |       | 13,013        |       
|                                    
|                                    
|                                    
|                                    
|Long-term debt                       |                                                                              |                                                    | 69,518                                                     |         |                   |       | 69,464        |       
|                                    
|                                    
|                                    
|                                    
|Nonpension postretirement obligation |                                                                              |                                                    | 434                                                        |         |                   |       | 422           |       
|                                    
|                                    
|                                    
|                                    
|Shareholders equity:               
|                                    
|                                    
|                                    
|                                    
|                                     | Common stock $.01 par value; 1,000 shares authorized, issued and outstanding |                                                    |                                                            |        |                   |       |               |       |      
|                                    
|                                    
|                                    
|                                    
|                                     | Additional capital                                                           |                                                    |                                                            | 15,750  |                   |       |               | 15,750 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Shareholders basis reduction                                                |                                                    |                                                            | (4,028  | )                 |       |               | (4,028 | )    
|                                    
|                                    
|                                    
|                                    
|                                     | Deficit                                                                      |                                                    |                                                            | (10,450 | )                 |       |               | (5,959 | )    
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       
|Total shareholders equity           |                                                                              |                                                    | 1,272                                                      |         |                   |       | 5,763         |       
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       
|                                     |                                                                              | $                                                  | 85,745                                                     |         |                   | $     | 88,662        |       
|                                     |                                                                              |                                                    |                                                            |         |                   |       |               |       

See accompanying notes.

3



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GLASSTECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)

|                                             |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|-------------------------------------------- |  | ------------------ | ------ | ---------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                             |  | Three Months Ended |        | Six Months Ended
|                                             |  | December 31,       |        | December 31,    
|                                             |  |                    |        |                 
|                                             |  | 1999               |        | 1998             |  | 1999 |        | 1998
|                                             |  |                    |        |                  |  |      |        |     
|Net revenue                                  |  | $                  | 11,956 |                  |  | $    | 14,433 |      |  | $ | 21,150 |   |  | $ | 30,259 |  
|                                            
|                                            
|                                            
|                                            
|Cost of goods sold                           |  |                    | 7,525  |                  |  |      | 9,153  |      |  |   | 13,299 |   |  |   | 18,905 |  
|                                             |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Gross profit                                 |  |                    | 4,431  |                  |  |      | 5,280  |      |  |   | 7,851  |   |  |   | 11,354 |  
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative expenses |  |                    | 1,826  |                  |  |      | 2,313  |      |  |   | 3,633  |   |  |   | 4,810  |  
|                                            
|                                            
|                                            
|                                            
|Research and development expenses            |  |                    | 895    |                  |  |      | 915    |      |  |   | 1,848  |   |  |   | 1,882  |  
|                                            
|                                            
|                                            
|                                            
|Amortization expense                         |  |                    | 1,060  |                  |  |      | 1,060  |      |  |   | 2,121  |   |  |   | 2,121  |  
|                                             |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Operating profit                             |  |                    | 650    |                  |  |      | 992    |      |  |   | 249    |   |  |   | 2,541  |  
|                                            
|                                            
|                                            
|                                            
|Interest expense                             |  |                    | (2,417 | )                |  |      | (2,417 | )    |  |   | (4,834 | ) |  |   | (4,834 | )
|                                            
|                                            
|                                            
|                                            
|Other income  net                           |  |                    | 54     |                  |  |      | 99     |      |  |   | 94     |   |  |   | 235    |  
|                                             |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  
|Net loss                                     |  | $                  | (1,713 | )                |  | $    | (1,326 | )    |  | $ | (4,491 | ) |  | $ | (2,058 | )
|                                             |  |                    |        |                  |  |      |        |      |  |   |        |   |  |   |        |  

See accompanying notes.

4



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##### Table of Contents



GLASSTECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(Dollars in thousands)
(Unaudited)

|                           |  |              |   |            |  |         |   |               |  |         |        |       |  |   |        |   |  |   |         |   |  |   |        |  
|-------------------------- |  | ------------ | - | ---------- |  | ------- | - | ------------- |  | ------- | ------ | ----- |  | - | ------ | - |  | - | ------- | - |  | - | ------ | -
|                           |  | Common Stock |   |            |  |         |   | Shareholder's
|                           |  |              |   | Additional |  | Basis  
|                           |  | Shares       |   | Amount     |  | Capital |   | Reduction     |  | Deficit |        | Total
|                           |  |              |   |            |  |         |   |               |  |         |        |      
|Balance, June 30, 1998     |  |              | 1 |            |  | $       |  |               |  | $       | 15,750 |       |  | $ | (4,028 | ) |  | $ | 823     |   |  | $ | 12,545 |  
|                          
|                          
|                          
|                          
|Net income                 |  |              |   |            |  |         |   |               |  |         |        |       |  |   |        |   |  |   | (6,782  | ) |  |   | (6,782 | )
|                           |  |              |   |            |  |         |   |               |  |         |        |       |  |   |        |   |  |   |         |   |  |   |        |  
|Balance, June 30, 1999     |  |              | 1 |            |  |         |  |               |  |         | 15,750 |       |  |   | (4,028 | ) |  |   | (5,959  | ) |  |   | 5,763  |  
|                          
|                          
|                          
|                          
|Net loss                   |  |              |   |            |  |         |   |               |  |         |        |       |  |   |        |   |  |   | (4,491  | ) |  |   | (4,491 | )
|                           |  |              |   |            |  |         |   |               |  |         |        |       |  |   |        |   |  |   |         |   |  |   |        |  
|Balance, December 31, 1999 |  |              | 1 |            |  | $       |  |               |  | $       | 15,750 |       |  | $ | (4,028 | ) |  | $ | (10,450 | ) |  | $ | 1,272  |  
|                           |  |              |   |            |  |         |   |               |  |         |        |       |  |   |        |   |  |   |         |   |  |   |        |  

See accompanying notes.

5



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##### Table of Contents



GLASSTECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |      |       |       |        |  
|----------------------------------------------------------------------------------------- | --------------------------------------------------------- | -------------------------------------------------------------------------- | ------------ | --------------------------------------------------------------------------- | ----- | ---------------- | ------ | ---- | ----- | ----- | ------ | -
|                                                                                          |                                                           |                                                                            |              |                                                                             |       | Six months Ended
|                                                                                          |                                                           |                                                                            |              |                                                                             |       | December 31,    
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                 
|                                                                                          |                                                           |                                                                            |              |                                                                             |       | 1999             |        | 1998
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |     
|Operating activities                                                                     
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Net loss                                                                                  |                                                           | $                                                                          | (4,491       | )                                                                           |       | $                | (2,058 | )   
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           | Depreciation and amortization                                              |              |                                                                             | 3,153 |                  |        |      | 3,251 |      
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           | Nonpension postretirement benefit obligation expense
in excess of payments |              |                                                                             | 12    |                  |        |      | 9     |      
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           | Accretion of debt discount                                                 |              |                                                                             | 54    |                  |        |      | 54    |      
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           | Changes in assets and liabilities affecting operations:                   
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           |                                                                            |              | Accounts receivable                                                         |       |                  | (588   | )    |       |       | (792   | )
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           |                                                                            |              | Inventory                                                                   |       |                  | 613    |      |       |       | (935   | )
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           |                                                                            |              | Prepaid expenses                                                            |       |                  | (83    | )    |       |       | (175   | )
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           |                                                                            |              | Accounts payable                                                            |       |                  | 95     |      |       |       | (1,645 | )
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           |                                                                            |              | Billings in excess of costs and estimated
earnings on uncompleted contracts |       |                  | 1,250  |      |       |       | (103   | )
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           |                                                                            |              | Accrued liabilities                                                         |       |                  | 163    |      |       |       | (2,673 | )
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |     
|Net cash provided by (used in) operating activities                                       |                                                           |                                                                            | 178          |                                                                             |       |                  | (5,067 | )   
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Investing activities                                                                     
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Additions to property, plant and equipment                                                |                                                           |                                                                            | (56          | )                                                                           |       |                  | (25    | )   
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Other                                                                                     |                                                           |                                                                            |             |                                                                             |       |                  | (27    | )   
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |     
|Net cash used in investing activities                                                     |                                                           |                                                                            | (56          | )                                                                           |       |                  | (52    | )   
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Financing activities                                                                     
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Other                                                                                     |                                                           |                                                                            | 17           |                                                                             |       |                  |       |     
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |     
|Net cash provided by financing activities                                                 |                                                           |                                                                            | 17           |                                                                             |       |                  |       |     
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |     
|Increase (decrease) in cash and cash equivalents                                          |                                                           |                                                                            | 139          |                                                                             |       |                  | (5,119 | )   
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Cash and cash equivalents at beginning of period                                          |                                                           |                                                                            | 8,661        |                                                                             |       |                  | 13,121 |     
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |     
|Cash and cash equivalents at end of period                                                |                                                           | $                                                                          | 8,800        |                                                                             |       | $                | 8,002  |     
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |     
|Supplemental disclosure of cash flow information:                                        
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          | Cash paid (received) during the period for the following:
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                          |                                                           |                                                                            | Interest     |                                                                             | $     | 4,463            |        |      | $     | 4,463 |       
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |     
|                                                                                          |                                                           |                                                                            | Income taxes |                                                                             | $     | (21              | )      |      | $     | 21    |       
|                                                                                          |                                                           |                                                                            |              |                                                                             |       |                  |        |     

See accompanying notes.

6



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##### Table of Contents



GLASSTECH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

1. Background and Basis of Presentation

Effective July 2, 1997, Glasstech, Inc. (the Company) was acquired by
Glasstech Holding Co. (Holding) (the Transaction). In connection with the
Transaction, Holding, a holding company formed for the purpose of completing
the Transaction, formed a wholly owned subsidiary, Glasstech Sub Co. (Sub
Co.) which acquired all of the outstanding stock of the Company.
Subsequently, Sub Co. was merged into the Company. Holding conducts no
significant activities other than managing its investment in the Company. The
acquisition was accounted for under the purchase method of accounting for
financial reporting purposes and the purchase price was allocated to the
underlying net assets acquired. The Transaction resulted in the Company having
substantial goodwill and increased debt.

In connection with accounting for the Transaction, the Company applied the
provisions of Emerging Issues Task Force Issue 88-16 (EITF 88-16), whereby the
carryover equity interests of certain shareholders from the Predecessor
Company (the Company prior to the transaction) to the Successor Company (the
Company subsequent to the Transaction) were recorded at their predecessor
basis. As a result, shareholders equity of the Successor Company was reduced
by $4,028 with a corresponding reduction to the value of goodwill acquired.

The condensed consolidated balance sheet as of June 30, 1999 has been
derived from the audited consolidated financial statements at that date but,
does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.

2. Notes Payable and Long-Term Debt

In connection with the Transaction, the Company issued $70,000 of 12 3/4%
Senior Notes due 2004 (the Old Notes) in a private offering exempt from
registration under the Securities Act of 1933, as amended (the 1933 Act).
The offering of the Old Notes was also structured to permit resales under Rule
144A of the 1933 Act. In connection with the issuance of the Old Notes, the
Company received from Holding warrants to purchase 877 shares of common stock
of Holding valued at $750. These warrants were issued to the initial
purchasers of the Old Notes. On December 2, 1997, the Company consummated an
exchange offer (the Exchange Offer) of its $70,000 Series B 12 3/4% Senior
Notes Due 2004 (the New Notes), which were registered under the 1933 Act, for
the Old Notes. The terms of the New Notes are substantially identical to the
terms of the Old Notes and as used herein, will be referred to as the Senior
Notes. Interest on the Senior Notes is payable semi-annually on each January
1 and July 1 beginning January 1, 1998. The terms of the Senior Notes do not
require any scheduled principal payments prior to maturity.

The Company also entered into a revolving credit facility (the Credit
Facility) in connection with the Transaction. The Credit Facility provides
for borrowings up to $10,000 (including standby letters of credit), subject to
a borrowing base of certain qualifying assets, and provides for interest on
outstanding borrowings at the LIBOR rate plus 2.5%, payable semi-annually. At
December 31, 1999, the Company had no outstanding borrowings under the Credit
Facility and the borrowing base approximated $8,100. The Credit Facility is
available to fund working capital requirements as needed, secure standby
letters of credit, which totaled $182 at December 31, 1999, and is secured by
substantially all of the assets of the Company.

The Senior Notes and Credit Facility contain numerous financial and other
covenants which include the maintenance of certain levels of earnings as
defined, restrictions on the payment of dividends and additional indebtedness
as well as other types of business activities and investments. The Company
believes that it is in material compliance with all such covenants.

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

Forward-Looking Statements

Certain statements in this Managements Discussion and Analysis of
Financial Condition and Results of Operations (MD&A) section and the attached
financial statements, in the Companys press releases and in oral statements
made by or with the approval of an authorized executive officer of the Company
constitute forward-looking statements as that term is defined under the
Private Securities Litigation Reform Act of 1995. These may include statements
projecting, forecasting or estimating the Companys performance and industry
trends. The achievement of projections, forecasts or estimates is subject to
certain risks and uncertainties. Actual results and events may differ
materially from those that were projected, forecasted or estimated. Applicable
risks and uncertainties include general economic and industry conditions that
affect all international businesses, as well as matters that are specific to
the Company and the markets it serves.

General risks that may impact the achievement of such forecasts include:
compliance with new laws and regulations; significant raw material price
fluctuations; currency exchange rate fluctuations; business cycles; and
political uncertainties. Specific risks to the Company include the risk of
recession in the international markets and industries in which its products are
sold; the concentration of a significant portion of the Companys revenues from
customers whose equipment needs are located in the Asia-Pacific region
(Australia, China, Indonesia, Japan, Malaysia, New Zealand, Pakistan, the
Philippines, Singapore, South Korea, Taiwan, and Thailand); the concentration
of a substantial percentage of the Companys sales with a few major customers,
several of whom have significant manufacturing presence in the Asia-Pacific
region; the timing of new system orders and the timing of payments due on such
orders; changes in installation schedules, which could lead to deferral of
progress payments or unanticipated production costs; new or emerging
technologies from current competitors, customers in-house engineering
departments and others; competition from current competitors, customers
in-house engineering departments and others; and the emergence of a substitute
for glass. In light of these and other uncertainties, the inclusion of a
forward-looking statement herein should not be regarded as a representation by
the Company that the Companys plans and objectives will be achieved.

The following discussion should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this report and in the
Companys Annual Report on Form 10-K for the fiscal year ended June 30, 1999,
as filed with the Securities and Exchange Commission on September 23, 1999.
The interim results of operations, historical results and percentage
relationships set forth in this MD&A section and the financial statements,
including trends that might appear, should not be taken as indicative of future
operations.

General Overview

The Company designs and assembles glass bending and tempering (i.e.,
strengthening) systems which are used by glass manufacturers and processors in
the conversion of flat glass into safety glass. Systems are sold worldwide,
primarily to automotive glass manufacturers and processors and, to a lesser
extent, to architectural glass manufacturers and processors. Revenues
generated by the sale of new systems are referred to below as Original
Equipment.

The Company has an installed base of approximately 400 systems in 45
countries on six continents. As a result of its installed base and the
relatively long useful life of a system, the Company also engages in sales of
aftermarket products and services (retrofit of systems with upgrades, tooling
used to shape glass parts, replacement parts and technical services). Revenues
generated by these types of products are referred to below as Aftermarket.

In this MD&A section all dollars amounts are in thousands, unless
otherwise indicated.

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##### Table of Contents



Revenues

For financial reporting purposes, the Company includes in income the
ratable portion of profits on uncompleted contracts determined in accordance
with the stage of completion measured by the percentage of costs incurred to
estimated total costs of each contract (generally, Original Equipment, system
retrofits and tooling). Unbilled amounts included in uncompleted contract
receivables represent revenues recognized in excess of amounts billed.
Billings in excess of costs and estimated earnings on uncompleted contracts
represent amounts billed in excess of revenues recognized. Revenue from sales
other than contracts (spare parts and engineering services) is recognized when
the products are shipped.

Selling Expenses

The Company maintains an in-house sales staff and uses the services of
commissioned agents around the world for the sale of Original Equipment and
Aftermarket products and services. In addition, the Company maintains a sales
and engineering support office in the United Kingdom. The substantial majority
of the Companys Original Equipment is sold directly to the largest glass
manufacturers and processors in the world or their affiliates.

Research & Development

The Company believes it is the technological leader in the design and
assembly of glass bending systems. The Company works with customers to identify
product needs and market requirements. Periodically, the Company enters into
joint development agreements with customers. From time to time, the Company
allocates a portion of its research and development resources to complete the
transition from new product development to new product introduction. When the
Company does this, these expenses are charged directly to the contracts
relating to the introduction of new products. The Company considers research
and development expenses and new product introductions a very integral part of
its future success.

Management Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

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Results of Operations

The following table sets forth the amounts and the percentage of total net
revenue for certain revenue and expense items for the periods indicated:

|                                    |                    |                   |       |                    |        |                  |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |      |       |  
|----------------------------------- | ------------------ | ----------------- | ----- | ------------------ | ------ | ---------------- | ---- | ---- | ----- | ---- | ----- | ----- | ------ |  | ---- | ---- | ----- | - | ------ | ------ | ------ |  | ---- | ---- | ----- | - | ------ | ------ | ------ |  | ---- | ---- | ----- | -
|                                    |                    |                   |       | Three months Ended |        | Six months Ended
|                                    |                    |                   |       | December 31,       |        | December 30,    
|                                    |                    |                   |       |                    |        |                 
|                                    |                    |                   |       | 1999               |        | 1998             |      | 1999 |       | 1998
|                                    |                    |                   |       |                    |        |                  |      |      |       |     
|Net revenue (a)                    
|                                   
|                                   
|                                   
|                                   
|                                    | Original Equipment |                   | $     | 6,552              |        |                  |      | 54.8 | %     |      | $     | 9,652 |        |  |      | 66.9 | %     |   | $      | 11,912 |        |  |      | 56.3 | %     |   | $      | 19,295 |        |  |      | 63.8 | %    
|                                   
|                                   
|                                   
|                                   
|                                    | Aftermarket        |                   |       | 5,404              |        |                  |      | 45.2 |       |      |       | 4,781 |        |  |      | 33.1 |       |   |        | 9,238  |        |  |      | 43.7 |       |   |        | 10,964 |        |  |      | 36.2 |      
|                                    |                    |                   |       |                    |        |                  |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|                                    |                    | Total net revenue |       |                    | 11,956 |                  |      |      | 100.0 |      |       |       | 14,433 |  |      |      | 100.0 |   |        |        | 21,150 |  |      |      | 100.0 |   |        |        | 30,259 |  |      |      | 100.0 |  
|                                   
|                                   
|                                   
|                                   
|Cost of goods sold (a)              |                    |                   | 7,525 |                    |        |                  | 62.9 |      |       |      | 9,153 |       |        |  | 63.4 |      |       |   | 13,299 |        |        |  | 62.9 |      |       |   | 18,905 |        |        |  | 62.5 |     
|                                    |                    |                   |       |                    |        |                  |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|Gross profit                        |                    |                   | 4,431 |                    |        |                  | 37.1 |      |       |      | 5,280 |       |        |  | 36.6 |      |       |   | 7,851  |        |        |  | 37.1 |      |       |   | 11,354 |        |        |  | 37.5 |     
|                                   
|                                   
|                                   
|                                   
|Selling, general and
administrative |                    |                   | 1,826 |                    |        |                  | 15.3 |      |       |      | 2,313 |       |        |  | 16.0 |      |       |   | 3,633  |        |        |  | 17.2 |      |       |   | 4,810  |        |        |  | 15.9 |     
|                                   
|                                   
|                                   
|                                   
|Research and
development expense    |                    |                   | 895   |                    |        |                  | 7.5  |      |       |      | 915   |       |        |  | 6.4  |      |       |   | 1,848  |        |        |  | 8.7  |      |       |   | 1,882  |        |        |  | 6.2  |     
|                                   
|                                   
|                                   
|                                   
|Amortization expense (b)            |                    |                   | 1,060 |                    |        |                  | 8.9  |      |       |      | 1,060 |       |        |  | 7.3  |      |       |   | 2,121  |        |        |  | 10.0 |      |       |   | 2,121  |        |        |  | 7.0  |     
|                                    |                    |                   |       |                    |        |                  |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|                                    |                    | Operating profit  |       | $                  | 650    |                  |      |      | 5.4   | %    |       | $     | 992    |  |      |      | 6.9   | % |        | $      | 249    |  |      |      | 1.2   | % |        | $      | 2,541  |  |      |      | 8.4   | %
|                                    |                    |                   |       |                    |        |                  |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|Amortization expense (b)            |                    |                   | 1,060 |                    |        |                  | 8.9  |      |       |      | 1,060 |       |        |  | 7.3  |      |       |   | 2,121  |        |        |  | 10.0 |      |       |   | 2,121  |        |        |  | 7.0  |     
|                                   
|                                   
|                                   
|                                   
|Depreciation expense                |                    |                   | 357   |                    |        |                  | 3.0  |      |       |      | 406   |       |        |  | 2.8  |      |       |   | 713    |        |        |  | 3.4  |      |       |   | 811    |        |        |  | 2.7  |     
|                                    |                    |                   |       |                    |        |                  |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|                                    |                    | EBITDA            |       | $                  | 2,067  |                  |      |      | 17.3  | %    |       | $     | 2,458  |  |      |      | 17.0  | % |        | $      | 3,083  |  |      |      | 14.6  | % |        | $      | 5,473  |  |      |      | 18.1  | %
|                                    |                    |                   |       |                    |        |                  |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     



---

|(a) |  | Contract revenues and cost of goods sold are recognized on a percentage
completion basis measured by the percentage of costs incurred to the
estimated total costs of each contract.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(b) |  | Amortization expense excludes the amortization of deferred financing costs,
which is included with interest expense.                                                                

Three months Ended December 31, 1999 compared with the Three months Ended
December 31, 1998

Net revenue for the three months ended December 31, 1999 decreased $2,477,
or 17.2%, to $11,956 from $14,433 for the three months ended December 31, 1998.
Original Equipment revenue decreased $3,100, or 32.1%, to $6,552 for the three
months ended December 31, 1999 compared to $9,652 for the three months ended
December 31, 1998. This decrease in Original Equipment revenue was the result
of lower new contract signings for Original Equipment in fiscal 1999, which
resulted in the lower backlog at June 30, 1999 of $12,141. The lower new
contract signings in fiscal 1999 were due to the continuing economic
difficulties in the Asia-Pacific and other foreign regions. Aftermarket revenue
increased $623 or 13.0% to $5,404 for the three months ended December 31, 1999
from $4,781 for the three months ended December 31, 1998. The increase in
aftermarket revenue was primarily the result of an increase in tooling and
replacement parts revenue partially offset by a decline in retrofit revenue.
Tooling and retrofit revenues fluctuate based on customer demands and are
influenced by a variety of factors, including the timing of automotive
manufactures design changes, which may impact the release of tooling orders,
and economic conditions and the customers retrofit schedules.

Historically a significant portion of the Companys net revenue is
generated from customers outside the United States. However, for the three
months ended December 31, 1999, Original Equipment revenue from foreign
customers declined to $1,627 (24.8% of total Original Equipment revenue) as
compared to $4,782 (49.5% of total Original Equipment revenue) for the three
months ended December 31, 1998. The percentage of aftermarket revenue from
foreign customers decreased to 46.2% of total aftermarket revenue for the three
months ended December 31, 1999 compared to 59.2% for the three months ended
December 31, 1998. For the three months ended December 31, 1999 and 1998
approximately 10.8% and 32.8%, respectively, of the Companys net revenue was
derived from sales of products to customers located in the Asia-Pacific region.
The portion of the Companys net revenue generated from customers outside the
United States can fluctuate from time to time depending on location of contract
signings.

Gross profit decreased $849, or 16.1%, to $4,431 for the three months
ended December 31, 1999 as compared to $5,280 for the three months ended
December 31, 1998. The gross margin increased to 37.1% from 36.6%. The
Company is continuing efforts to reduce and minimize its production costs,
including factory overhead, to mitigate the effects of lower sales and
production volume.

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Selling, general and administrative expenses decreased $487, or 21.1%, to
$1,826 for the three months ended December 31, 1999 as compared to $2,313 for
the three months ended December 31, 1998. This decrease was primarily the
result of lower incentive compensation costs due to decreased earnings and
other cost containment measures implemented, including workforce reductions.

Research and development expenses were $895 for the three months ended
December 31, 1999 as compared to $915 for the three months ended December 31,
1998.

Operating profit decreased $342 to $650 for the three months ended
December 31, 1999 as compared to $992 for the three months ended December 31,
1998. Operating profit, as a percentage of revenue, was 5.4% for the three
months ended December 31, 1999 and 6.9% for the three months ended December 31,
1998. The decrease in operating profit was the result of the decline in gross
profit partially offset by the decrease in selling, general and administrative
expenses.

No income tax expense has been provided in the three months ended December
31, 1999 and 1998 due to the recorded loss.

Net loss was $1,713 for the three months ended December 31, 1999 compared
to a net loss of $1,326 for the three months ended December 31, 1998. The
increased net loss was the result of the decline in operating profit.

EBITDA, which is defined as operating profit plus depreciation and
amortization, was $2,067 for the three months ended December 31, 1999 compared
to $2,458 for the three months ended December 31, 1998. The decrease in EBITDA
was the result of the decline in operating profit.

Six months Ended December 31, 1999 compared with the Six months Ended December
31, 1998

Net revenue for the six months ended December 31, 1999 decreased $9,109,
or 30.1%, to $21,150 from $30,259 for the six months ended December 31, 1998.
Original Equipment revenue decreased $7,383, or 38.3%, to $11,912 for the six
months ended December 31, 1999 compared to $19,295 for the six months ended
December 31, 1998. This decrease in Original Equipment revenue was the result
of lower new contract signings for Original Equipment in fiscal 1999, which
resulted in the lower backlog at June 30, 1999 of $12,141. The lower new
contract signings in fiscal 1999 were due to the continuing economic
difficulties in the Asia-Pacific and other foreign regions. Aftermarket revenue
decreased $1,726 or 15.7% to $9,238 for the six months ended December 31, 1999
from $10,964 for the six months ended December 31, 1998. The decrease in
aftermarket revenue was primarily the result of a decline in retrofit revenue
partially offset by an increase in tooling revenue. Tooling and retrofit
revenues fluctuate based on customer demands and are influenced by a variety of
factors, including the timing of automotive manufactures design changes, which
may impact the release of tooling orders, and economic conditions and the
customers retrofit schedules.

For the six months ended December 31, 1999, Original Equipment revenue
from foreign customers declined to $3,398 (28.5% of total Original Equipment
revenue) as compared to $9,178 (47.6% of total Original Equipment revenue) for
the six months ended December 31, 1998. The percentage of aftermarket revenue
from foreign customers decreased to 48.0% of total aftermarket revenue for the
six months ended December 31, 1999 compared to 66.2% for the six months ended
December 31, 1998. For the six months ended December 31, 1999 and 1998
approximately 12.7% and 27.9%, respectively, of the Companys net revenue was
derived from sales of products to customers located in the Asia-Pacific region.
The portion of the Companys net revenue generated from customers outside the
United States can fluctuate from time to time depending on location of contract
signings.

Gross profit decreased $3,503, or 30.9%, to $7,851 for the six months
ended December 31, 1999 as compared to $11,354 for the six months ended
December 31, 1998. The gross margin decreased to 37.1% from 37.5%. The
Company is continuing efforts to reduce and minimize its production costs,
including factory overhead, to mitigate the effects of lower sales and
production volume.

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Selling, general and administrative expenses decreased $1,177, or 24.5%,
to $3,633 for the six months ended December 31, 1999 as compared to $4,810 for
the six months ended December 31, 1998. This decrease was primarily the result
of lower incentive compensation costs due to decreased earnings and other cost
containment measures implemented, including workforce reductions.

Research and development expenses were $1,848 for the six months ended
December 31, 1999 as compared to $1,882 for the six months ended December 31,
1998.

Operating profit decreased $2,292 to $249 for the six months ended
December 31, 1999 as compared to $2,541 for the six months ended December 31,
1998. Operating profit, as a percentage of revenue, was 1.2% for the six
months ended December 31, 1999 and 8.4% for the six months ended December 31,
1998. The decrease in operating profit was the result of the decline in gross
profit partially offset by the decrease in selling, general and administrative
expenses.

No income tax expense has been provided in the six months ended December
31, 1999 and 1998 due to the recorded loss.

Net loss was $4,491 for the six months ended December 31, 1999 compared to
a net loss of $2,058 for the six months ended December 31, 1998. The increased
net loss was the result of the decline in operating profit.

EBITDA, which is defined as operating profit plus depreciation and
amortization, was $3,083 for the six months ended December 31, 1999 compared to
$5,473 for the six months ended December 31, 1998. The decrease in EBITDA was
the result of the decline in operating profit.

Liquidity and Capital Resources

The Companys liquidity and capital resources were significantly impacted
by the Transaction. The Companys primary sources of liquidity are funds
provided by operations and amounts available under the Credit Facility. The
Senior Notes do not require any principal payments prior to maturity. The
Credit Facility provides for borrowings up to $10,000 (including standby
letters of credit), subject to a borrowing base of certain qualifying assets.
At December 31, 1999, the Company had no outstanding borrowings under the
Credit Facility and the borrowing base approximated $8,100. The Credit
Facility is available to fund working capital requirements as needed, secure
standby letters of credit, which totaled $182 at December 31, 1999 and is
secured by substantially all of the assets of the Company. The Company
believes it is in compliance with all material covenants in the Senior Notes
and Credit Facility as amended.

Net cash provided by operating activities can vary significantly from
quarter to quarter due to the number of new system signings and the amount and
timing of new system payments. In most instances, progress payments on new
system orders are invoiced or received in advance of revenue recognition. When
progress payments are invoiced or received in advance of such revenue
recognition, the Company increases current liabilities represented by its
billings in excess of costs and estimated earnings on uncompleted contracts.
When the revenue is earned, the Company recognizes the revenue and reduces the
billings in excess of costs and estimated earnings on uncompleted contract
balances. Net cash provided by operating activities for the six months ended
December 31, 1999 was $178 compared to net cash used in operating activities
for the six months ended December 31, 1998 of $5,067. This increase in net
cash provided by operating activities for the six months ended December 31,
1999 was due in part to payments for new system signings in the six months
ended December 31, 1999.

The Company has a backlog (on a percentage of completion basis) at
December 31, 1999 of $17,836 as compared to $12,141 at June 30, 1999. The
Company expects to complete this backlog within the next twelve months.

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Capital expenditures, including demonstration furnaces classified as fixed
assets, were $56 for the six months ended December 31, 1999 and $25 for the six
months ended December 31, 1998. Also during the first quarter of fiscal 1999
certain non-contract furnace inventory, with a value of $1,271, was transferred
to demonstration furnaces. Future capital expenditures, excluding
demonstration furnaces, used to replace or improve operating equipment and
facilities are estimated to be less than $1,000 for the year. In addition, the
Company intends to make periodic replacements and improvements on demonstration
furnaces, which are used for customer demonstrations and research and
development purposes. Demonstration furnaces, which outlive their usefulness
for customer demonstrations or research and development purposes, or both, may
be refurbished and sold or put to other applicable uses.

As of June 30, 1999, the Company had net operating loss (NOL)
carryforwards for regular and alternative minimum tax purposes of approximately
$43,094 and $39,729, respectively, which expire in the years 2009 through 2014.
These NOLs are subject to annual usage limitations.

Management believes that internally generated funds, together with amounts
available under the Credit Facility, will be sufficient to satisfy the
Companys operating cash and capital expenditure requirements, make required
payments under the Credit Facility and make scheduled interest payments on the
Senior Notes. However, the ability of the Company to satisfy its obligations
will ultimately be dependent upon the Companys future operating and financial
performance, including increasing contract signings, and upon its ability to
renew or refinance borrowings or to raise additional equity capital as
necessary. The Companys business is subject to rapid fluctuations due to
changes in the world markets for the end products produced by its equipment
(largely in the cyclical markets of automobiles and construction), currency
fluctuations, the local economies of those countries where users and potential
users of the Companys equipment are located, geopolitical events and other
macroeconomic forces largely beyond the ability of the Company to predict or
control. Except as discussed below, management is not currently aware of any
trends, demands, commitments or uncertainties which will or which are
reasonably likely to result in a material change in the Companys liquidity.

During fiscal 1998, 1999, and for the six months ended December 31, 1999
approximately 39.7%, 28.1%, and 12.7% of the Companys net revenue was derived
from sales of products to customers located in the Asia-Pacific region
(Australia, China, Indonesia, Japan, Malaysia, New Zealand, Pakistan, the
Philippines, Singapore, South Korea, Taiwan, and Thailand). Given the
continuing significant economic uncertainties facing this region, and the
impact of those uncertainties on customers capital expenditure plans and local
demand for the products manufactured by the Companys customers in that region,
the Company cannot predict with any degree of certainty what final impact the
economic issues facing the Asia-Pacific region will ultimately have on the
Companys future contract signings.

Management believes the current economic uncertainties in the Asia-Pacific
region indicate that the timing of orders for the Companys products from this
region may continue to be adversely affected in fiscal 2000. However, the
impact of this situation on fiscal 2000 financial performance may be mitigated
by offsetting equipment sales to customers in other regions of the world.
Given the inherent difficulty in predicting with certainty the timing of
contract signings and geographic areas into which equipment will be delivered
in fiscal 2000 and beyond, the ultimate severity of the impact of this
situation on the Companys financial performance in fiscal 2000 and beyond is
impossible to predict. The Company will continue to monitor the situation in
the Asia-Pacific region. Notwithstanding the current economic conditions in
the Asia-Pacific region, the Company believes that given world demographics and
long term economic trends, the Asia-Pacific region will continue to represent a
significant market for the Companys products and it intends to continue its
presence in this area.

Year 2000 Compliance

Since March, 1998, the Company has had a committee reviewing issues and
problems relating to potential year 2000 problems which may arise because
computers, software and firmware programs, applications and information
technology systems (the IT Systems) and items with embedded microchips (the
Non-IT Systems and, together with the IT Systems, the Systems) only utilize
two digits to refer to a year. The Company has recognized that this year 2000
problem, may cause many of the Systems to fail or perform incorrectly because
they will not properly recognize a year that begins with 20 instead of the
familiar 19. If a computer system or software application used by the
Company or by a third party dealing with the Company fails because of the
inability of the system to properly read the year 2000, this failure could
have a material adverse effect on the Company.

13



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##### Table of Contents



The Companys review and assessment of the year 2000 problem had focused
on four primary areas: (i) the Systems and their relationship to the Companys
operations, (ii) Glasstech systems currently being used by the Companys
customers and currently being sold by the Company, (iii) compliance by the
Companys 47 largest suppliers, and (iv) compliance by the suppliers of the
Companys building and utility systems. The Company has not incurred, and does
not anticipate incurring, material costs related to year 2000 compliance.

The Company is not aware of the occurrence of any significant problems as
a result of the year 2000 problem. This includes the Systems and their
relationship to the Companys operations, Glasstech systems currently being
used by the Companys customers and currently being sold by the Company,
compliance by the Companys suppliers, and compliance by the suppliers of the
Companys building and utility systems.




ITEM 3. MARKET RISK EXPOSURES

Based on the Companys current operations and business practices, the
Company does not believe that it has any significant exposure to interest rate,
foreign currency, commodity price, or equity price market risks.

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##### Table of Contents






PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims that arise in the
ordinary course of business. In the opinion of management, the amount of any
ultimate liability with respect to these actions will not materially affect the
financial statements of the Company.




ITEM 5. OTHER INFORMATION

The Company may, from time to time, repurchase its Senior Notes in the
open market, in privately negotiated transactions or by other means, depending
on market conditions. To date, the Company has not purchased any Senior Notes.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

|             |  |                                                                                                                               
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------
|(a) Exhibits
|            
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|2.1(a)       |  | Agreement and Plan of Merger                                                                                                  
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|2.2(a)       |  | Amendment to Agreement and Plan of Merger                                                                                     
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|3.1(a)       |  | Restated Certificate of Incorporation of the Registrant                                                                       
|            
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|3.2(a)       |  | By-laws of the Registrant                                                                                                     
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|4.1(a)       |  | Indenture (including form of Note)                                                                                            
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|4.2(a)       |  | First Supplemental Indenture                                                                                                  
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|            
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|10.1(a)      |  | Financing and Security Agreement between Bank of America, N.A. (f/k/a NationsBank, N.A.) and the Registrant                   
|            
|            
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|10.1.1(b)    |  | Second Amendment to Financing and Security Agreement between Bank
of America, N.A. (f/k/a NationsBank N.A.) and the Registrant
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|10.1.2(c)    |  | Third Amendment to Financing and Security Agreement between Bank of
America, N.A. (f/k/a NationsBank N.A.) and the Registrant 
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|10.2(a)      |  | Plant and Office Lease                                                                                                        
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|10.3(a)      |  | Warehouse Lease                                                                                                               
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|10.4(a)      |  | Advisory Agreement between the Registrant and Key Equity Capital Corporation                                                  
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|10.5(a)      |  | Form of Exchange Agent Agreement between United States Trust Company of New York and the Registrant                           
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|10.6(a)      |  | Employment Agreement among Glasstech Holding Co., the Registrant and John S. Baxter                                           
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|10.7(a)      |  | Employment Agreement among Glasstech Holding Co., the Registrant and Mark D. Christman                                        
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|10.8(a)      |  | Employment Agreement among Glasstech Holding Co., the Registrant and Larry E. Elliott                                         
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|10.9(a)      |  | Employment Agreement among Glasstech Holding Co., the Registrant and Ronald A. McMaster                                       
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|10.10(a)     |  | Employment Agreement among Glasstech Holding Co., the Registrant and James P. Schnabel, Jr.                                   
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|10.11(a)     |  | Employment Agreement among Glasstech Holding Co., the Registrant and Diane S. Tymiak                                          
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|10.12(a)     |  | Employment Agreement among Glasstech Holding Co., the Registrant and Kenneth H. Wetmore                                       
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|10.13(a)     |  | Securities Purchase Agreement between the Registrant, as successor
to Glasstech Sub Co., and CIBC Wood Gundy Securities Corp. 
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|10.14(a)     |  | Registration Rights Agreement between the Registrant, as successor
to Glasstech Sub Co., and CIBC Wood Gundy Securities Corp. 
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|27.1(d)      |  | Financial Data Schedule                                                                                                       

(a) Incorporated by reference from the Companys Registration Statement
on Form S-4 (Registration No. 333-34391) (the Form S-4) filed on
August 26, 1997. Each of the above exhibits has the same exhibit number
in the Form S-4.

(b) Incorporated by reference from the Companys Quarterly Report on
Form 10-Q for the quarter ended December 31, 1998 using the same
exhibit number as above.

(c) Incorporated by reference from the Companys Annual Report on Form
10-K for the year ended June 30, 1999 using the same exhibit number as
above.

(d) Filed herewith.

(b) No reports on Form 8-K were filed during the fiscal quarter covered by this
report.

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##### Table of Contents



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.

|      |  |  |                   |  |  |                                                                                          
|----- |  |  | ----------------- |  |  | -----------------------------------------------------------------------------------------
|      |  |  |                   |  |  | GLASSTECH, INC., a Delaware Corporation                                                  
|     
|Date: |  |  | February 10, 2000 |  |  | /s/  Mark D. Christman                                                                   
|      |  |  |                   |  |  | Mark D. Christman
President and Chief Executive Officer                                  
|     
|Date: |  |  | February 10, 2000 |  |  | /s/  Diane S. Tymiak                                                                     
|      |  |  |                   |  |  | Diane S. Tymiak
Vice President and Chief Financial Officer
(Principal Accounting Officer)

16