TABLE OF CONTENTS




|                                                     |                                                                                                |  |  |  |  |  |  | 
|---------------------------------------------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                      
|                                                     | ITEM 1. FINANCIAL STATEMENTS                                                                  
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                                     | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|PART II  OTHER INFORMATION                         
|                                                     | ITEM 1. LEGAL PROCEEDINGS                                                                     
|                                                     | ITEM 5. OTHER INFORMATION                                                                     
|                                                     | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      
|                                                     | ITEM 7(a). MARKET RISK EXPOSURES                                                              



---



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 September 30, 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                                                       |  | 33-32185-01              |  | 13-3440225                       
|                                                               |  |                          |  |                                  
|(State or other jurisdiction
of incorporation or organization) |  | (Commission
file number) |  | (IRS Employer
Identification No.)

|                                                             |  |           
|------------------------------------------------------------ |  | ----------
|Ampoint Industrial Park, 995 Fourth Street, Perrysburg, Ohio |  | 43551     
|                                                            
|                                                            
|                                                            
|                                                            
|(Address of principal executive offices)                     |  | (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 common stock, $.01 par value as of November 5, 1999 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)

|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |        |       |       | 
|------------------------------------ | ---------------------------------------------------------------------------- | -------------------------------------------------- | ------------------------------------------------------------ | ------ | ------------------ | ----- | ------------- | ------ | ----- | ----- | 
|                                     |                                                                              |                                                    |                                                              |        | September 30, 1999 |       | June 30, 1999
|                                     |                                                                              |                                                    |                                                              |        |                    |       |              
|Assets                              
|                                    
|                                    
|                                    
|                                    
|Current assets:                     
|                                    
|                                    
|                                    
|                                    
|                                     | Cash and cash equivalents                                                    |                                                    | $                                                            | 4,100  |                    |       | $             | 8,661  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts receivable:                                                        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Contracts:                                        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              |                                                    | Uncompleted, including unbilled amounts of $2,912 and $1,430 |        |                    | 5,761 |               |        |       | 3,602 | 
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              |                                                    | Completed                                                    |        |                    | 741   |               |        |       | 459   | 
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Trade, less allowance of $40 for doubtful accounts |                                                              |        | 1,518              |       |               |        | 1,469 |      
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|                                     |                                                                              |                                                    | 8,020                                                        |        |                    |       | 5,530         |       
|                                    
|                                    
|                                    
|                                    
|                                     | Inventory:                                                                  
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Replacement and service parts                      |                                                              |        | 2,114              |       |               |        | 1,999 |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Furnace contracts and other                        |                                                              |        | 689                |       |               |        | 1,368 |      
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|                                     |                                                                              |                                                    | 2,803                                                        |        |                    |       | 3,367         |       
|                                    
|                                    
|                                    
|                                    
|                                     | Prepaid expenses                                                             |                                                    |                                                              | 477    |                    |       |               | 350    |      
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|Total current assets                 |                                                                              |                                                    | 15,400                                                       |        |                    |       | 17,908        |       
|                                    
|                                    
|                                    
|                                    
|Property, plant and equipment, net   |                                                                              |                                                    | 6,449                                                        |        |                    |       | 6,789         |       
|                                    
|                                    
|                                    
|                                    
|Other assets:                       
|                                    
|                                    
|                                    
|                                    
|                                     | Patents, less accumulated amortization of $3,886 and $3,454                  |                                                    |                                                              | 14,397 |                    |       |               | 14,829 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Goodwill, less accumulated amortization of $5,774 and $5,145                 |                                                    |                                                              | 44,651 |                    |       |               | 45,280 |      
|                                    
|                                    
|                                    
|                                    
|                                     | Deferred financing costs and other                                           |                                                    |                                                              | 3,683  |                    |       |               | 3,856  |      
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|Total other assets                   |                                                                              |                                                    | 62,731                                                       |        |                    |       | 63,965        |       
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|                                     |                                                                              | $                                                  | 84,580                                                       |        |                    | $     | 88,662        |       
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|Liabilities and shareholders equity
|                                    
|                                    
|                                    
|                                    
|Current liabilities:                
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts payable                                                             |                                                    | $                                                            | 1,709  |                    |       | $             | 1,710  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Billings in excess of costs and estimated earnings on uncompleted contracts  |                                                    |                                                              | 4,301  |                    |       |               | 3,250  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Accrued liabilities:                                                        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Interest                                           |                                                              |        | 2,231              |       |               |        | 4,462 |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Salaries and wages                                 |                                                              |        | 1,427              |       |               |        | 1,702 |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Contract costs                                     |                                                              |        | 899                |       |               |        | 795   |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Other                                              |                                                              |        | 1,109              |       |               |        | 1,094 |      
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|                                     |                                                                              |                                                    | 5,666                                                        |        |                    |       | 8,053         |       
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|Total current liabilities            |                                                                              |                                                    | 11,676                                                       |        |                    |       | 13,013        |       
|                                    
|                                    
|                                    
|                                    
|Long-term debt                       |                                                                              |                                                    | 69,491                                                       |        |                    |       | 69,464        |       
|                                    
|                                    
|                                    
|                                    
|Nonpension postretirement obligation |                                                                              |                                                    | 428                                                          |        |                    |       | 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                                                                      |                                                    |                                                              | (8,737 | )                  |       |               | (5,959 | )    
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|Total shareholders equity           |                                                                              |                                                    | 2,985                                                        |        |                    |       | 5,763         |       
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       
|                                     |                                                                              | $                                                  | 84,580                                                       |        |                    | $     | 88,662        |       
|                                     |                                                                              |                                                    |                                                              |        |                    |       |               |       

See accompanying notes.

3



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##### Table of Contents



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

|                                             |  |                                  |        |      |  |   |        |  
|-------------------------------------------- |  | -------------------------------- | ------ | ---- |  | - | ------ | -
|                                             |  | Three Months Ended September 30,
|                                             |  |                                 
|                                             |  | 1999                             |        | 1998
|                                             |  |                                  |        |     
|Net revenue                                  |  | $                                | 9,194  |      |  | $ | 15,826 |  
|                                            
|                                            
|                                            
|                                            
|Cost of goods sold                           |  |                                  | 5,774  |      |  |   | 9,752  |  
|                                             |  |                                  |        |      |  |   |        |  
|Gross profit                                 |  |                                  | 3,420  |      |  |   | 6,074  |  
|                                            
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative expenses |  |                                  | 1,807  |      |  |   | 2,497  |  
|                                            
|                                            
|                                            
|                                            
|Research and development expenses            |  |                                  | 953    |      |  |   | 967    |  
|                                            
|                                            
|                                            
|                                            
|Amortization expense                         |  |                                  | 1,061  |      |  |   | 1,061  |  
|                                             |  |                                  |        |      |  |   |        |  
|Operating (loss) profit                      |  |                                  | (401   | )    |  |   | 1,549  |  
|                                            
|                                            
|                                            
|                                            
|Interest expense                             |  |                                  | (2,417 | )    |  |   | (2,417 | )
|                                            
|                                            
|                                            
|                                            
|Other income  net                           |  |                                  | 40     |      |  |   | 136    |  
|                                             |  |                                  |        |      |  |   |        |  
|Net loss                                     |  | $                                | (2,778 | )    |  | $ | (732   | )
|                                             |  |                                  |        |      |  |   |        |  

See accompanying notes.

4



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##### Table of Contents



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

|                              |  |              |   |            |  |         |   |           |  |         |        |       |  |               |        |   |  |   |        |   |  |   |        |  
|----------------------------- |  | ------------ | - | ---------- |  | ------- | - | --------- |  | ------- | ------ | ----- |  | ------------- | ------ | - |  | - | ------ | - |  | - | ------ | -
|                              |  |              |   |            |  |         |   |           |  |         |        |       |  | Shareholder's
|                              |  | Common Stock |   | Additional |  | Basis  
|                              |  | Shares       |   | Amount     |  | Capital |   | Reduction |  | Deficit |        | Total
|                              |  |              |   |            |  |         |   |           |  |         |        |      
|Issuance of common stock      |  |              | 1 |            |  | $       |  |           |  | $       | 15,750 |       |  | $             |       |   |  | $ |       |   |  | $ | 15,750 |  
|                             
|                             
|                             
|                             
|Shareholders basis reduction |  |              |   |            |  |         |   |           |  |         |        |       |  |               | (4,028 | ) |  |   |        |   |  |   | (4,028 | )
|                             
|                             
|                             
|                             
|Net income                    |  |              |   |            |  |         |   |           |  |         |        |       |  |               |        |   |  |   | (5,959 | ) |  |   | (5,959 | )
|                              |  |              |   |            |  |         |   |           |  |         |        |       |  |               |        |   |  |   |        |   |  |   |        |  
|Balance, June 30, 1999        |  |              | 1 |            |  |         |  |           |  |         | 15,750 |       |  |               | (4,028 | ) |  |   | (5,959 | ) |  |   | 5,763  |  
|                             
|                             
|                             
|                             
|Net loss                      |  |              |   |            |  |         |   |           |  |         |        |       |  |               |        |   |  |   | (2,778 | ) |  |   | (2,778 | )
|                              |  |              |   |            |  |         |   |           |  |         |        |       |  |               |        |   |  |   |        |   |  |   |        |  
|Balance, September 30, 1999   |  |              | 1 |            |  | $       |  |           |  | $       | 15,750 |       |  | $             | (4,028 | ) |  | $ | (8,737 | ) |  | $ | 2,985  |  
|                              |  |              |   |            |  |         |   |           |  |         |        |       |  |               |        |   |  |   |        |   |  |   |        |  

See accompanying notes.

5



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##### Table of Contents



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

|                                                                            |                                                           |                                                                            |              |                                                                             |       |                    |        |      |       |       |        |  
|--------------------------------------------------------------------------- | --------------------------------------------------------- | -------------------------------------------------------------------------- | ------------ | --------------------------------------------------------------------------- | ----- | ------------------ | ------ | ---- | ----- | ----- | ------ | -
|                                                                            |                                                           |                                                                            |              |                                                                             |       | Three months Ended
|                                                                            |                                                           |                                                                            |              |                                                                             |       | September 30,     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                   
|                                                                            |                                                           |                                                                            |              |                                                                             |       | 1999               |        | 1998
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                    |        |     
|Operating activities                                                       
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Net loss                                                                    |                                                           | $                                                                          | (2,778       | )                                                                           |       | $                  | (732   | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Adjustments to reconcile net loss to net cash used in operating activities:
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           | Depreciation and amortization                                              |              |                                                                             | 1,577 |                    |        |      | 1,625 |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           | Nonpension postretirement benefit obligation expense in excess of
payments |              |                                                                             | 6     |                    |        |      | 4     |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           | Accretion of debt discount                                                 |              |                                                                             | 27    |                    |        |      | 27    |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           | Changes in assets and liabilities affecting operations:                   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Accounts receivable                                                         |       |                    | (2,490 | )    |       |       | (2,414 | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Inventory                                                                   |       |                    | 564    |      |       |       | (308   | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Prepaid expenses                                                            |       |                    | (127   | )    |       |       | (268   | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Accounts payable                                                            |       |                    | (1     | )    |       |       | (1,385 | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Billings in excess of costs and estimated earnings on
uncompleted contracts |       |                    | 1,051  |      |       |       | 4,324  |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Accrued liabilities                                                         |       |                    | (2,387 | )    |       |       | (4,323 | )
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                    |        |     
|Net cash used in operating activities                                       |                                                           |                                                                            | (4,558       | )                                                                           |       |                    | (3,450 | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Investing activities                                                       
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Additions to property, plant and equipment                                  |                                                           |                                                                            | (17          | )                                                                           |       |                    | (11    | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Other                                                                       |                                                           |                                                                            |             |                                                                             |       |                    | 3      |     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                    |        |     
|Net cash used in investing activities                                       |                                                           |                                                                            | (17          | )                                                                           |       |                    | (8     | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Financing activities                                                       
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Other                                                                       |                                                           |                                                                            | 14           |                                                                             |       |                    | (31    | )   
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                    |        |     
|Net cash provided by (used in) financing activities                         |                                                           |                                                                            | 14           |                                                                             |       |                    | (31    | )   
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                    |        |     
|Decrease in cash and cash equivalents                                       |                                                           |                                                                            | (4,561       | )                                                                           |       |                    | (3,489 | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Cash and cash equivalents at beginning of period                            |                                                           |                                                                            | 8,661        |                                                                             |       |                    | 13,121 |     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                    |        |     
|Cash and cash equivalents at end of period                                  |                                                           | $                                                                          | 4,100        |                                                                             |       | $                  | 9,632  |     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                    |        |     
|Supplemental disclosure of cash flow information:                          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Cash paid (received) during the period for the following:
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            | Interest     |                                                                             | $     | 4,463              |        |      | $     | 4,463 |       
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                    |        |     
|                                                                            |                                                           |                                                                            | Income taxes |                                                                             | $     | (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 has no significant
activities other than 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
September 30, 1999, the Company had no outstanding borrowings under the Credit
Facility and the borrowing base approximated $6,800. The Credit Facility is
available to fund working capital requirements as needed, secure standby
letters of credit, which totaled $100 at September 30, 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.

7



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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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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
|                                    |                    |                   |       | September 30,     
|                                    |                    |                   |       |                   
|                                    |                    |                   |       | 1999               |       | 1998
|                                    |                    |                   |       |                    |       |     
|Net revenue (a)                    
|                                    | Original Equipment |                   | $     | 5,360              |       |      | 58.3 | %     |    | $     | 9,643 |        |      | 60.9 | %    
|                                   
|                                   
|                                   
|                                   
|                                    | Aftermarket        |                   |       | 3,834              |       |      | 41.7 |       |    |       | 6,183 |        |      | 39.1 |      
|                                    |                    |                   |       |                    |       |      |      |       |    |       |       |        |      |     
|                                    |                    | Total net revenue |       |                    | 9,194 |      |      | 100.0 |    |       |       | 15,826 |      |      | 100.0 |  
|                                   
|                                   
|                                   
|                                   
|Cost of goods sold (a)              |                    |                   | 5,774 |                    |       | 62.8 |      |       |    | 9,752 |       |        | 61.6 |     
|                                    |                    |                   |       |                    |       |      |      |       |    |       |       |        |      |     
|Gross profit                        |                    |                   | 3,420 |                    |       | 37.2 |      |       |    | 6,074 |       |        | 38.4 |     
|                                   
|                                   
|                                   
|                                   
|Selling, general and
administrative |                    |                   | 1,807 |                    |       | 19.7 |      |       |    | 2,497 |       |        | 15.8 |     
|                                   
|                                   
|                                   
|                                   
|Research and
development expense    |                    |                   | 953   |                    |       | 10.4 |      |       |    | 967   |       |        | 6.1  |     
|                                   
|                                   
|                                   
|                                   
|Amortization expense (b)            |                    |                   | 1,061 |                    |       | 11.5 |      |       |    | 1,061 |       |        | 6.7  |     
|                                    |                    |                   |       |                    |       |      |      |       |    |       |       |        |      |     
|                                    |                    | Operating profit  |       | $                  | (401  | )    |      | (4.4  | )% |       | $     | 1,549  |      |      | 9.8   | %
|                                    |                    |                   |       |                    |       |      |      |       |    |       |       |        |      |     
|Amortization expense (b)            |                    |                   | 1,061 |                    |       | 11.5 |      |       |    | 1,061 |       |        | 6.7  |     
|                                   
|                                   
|                                   
|                                   
|Depreciation expense                |                    |                   | 356   |                    |       | 3.9  |      |       |    | 405   |       |        | 2.6  |     
|                                    |                    |                   |       |                    |       |      |      |       |    |       |       |        |      |     
|                                    |                    | EBITDA            |       | $                  | 1,016 |      |      | 11.0  | %  |       | $     | 3,015  |      |      | 19.1  | %
|                                    |                    |                   |       |                    |       |      |      |       |    |       |       |        |      |     



---

|(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 September 30, 1999 compared with the Three months Ended September 30, 1998

Net revenue for the three months ended September 30, 1999 decreased
$6,632, or 41.9%, to $9,194 from $15,826 for the three months ended September
30, 1998. Original Equipment revenue decreased $4,283, or 44.4%, to $5,360 for
the three months ended September 30, 1999 compared to $9,643 for the three
months ended September 30, 1998. This decrease in Original Equipment revenue
was the result of lower new contract signings for Original Equipment in fiscal
1999 and an ensuing lower backlog at June 30, 1999 of $12,141 which was due to
the continuing economic difficulties in the Asia-Pacific and other foreign
regions. Aftermarket revenue decreased $2,349, or 38.0% to $3,834 for the
three months ended September 30, 1999 from $6,183 for the three months ended
September 30, 1998. The decrease in aftermarket revenue was primarily the
result of a decline in retrofit revenue. Retrofit revenue fluctuates based on
customer demand and is influenced by a variety of factors, including economic
conditions and the customers retrofit schedules. New contract signings of
approximately $20 million for the three months ended September 30, 1999 did not
materially impact revenue for the period but did increase backlog 91.0% to
$23,188 at September 30, 1999.

Historically a significant portion of the Companys net revenue is
generated from customers outside the United States. However, for the three
months ended September 30, 1999, Original Equipment revenue from foreign
customers declined to $1,771 (33.0% of total Original Equipment revenue) as
compared to $4,396 (45.6% of total Original Equipment revenue) for the three
months ended September 30, 1998. For the three months ended September 30, 1999
and 1998 approximately 15.1% and 23.5%, respectively, of the Companys net
revenue was derived from sales of products to customers located in the
Asia-Pacific region. The percentage of aftermarket revenue from foreign
customers decreased to 50.7% of total aftermarket revenue for the three months
ended September 30, 1999 compared to 71.6% for the three months ended September
30, 1998. 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 $2,654, or 43.7%, to $3,420 for the three months
ended September 30, 1999 as compared to $6,074 for the three months ended
September 30, 1998. The gross margin decreased to 37.2% from 38.4%. While the

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Company continues to reduce and minimize its production costs (including
factory overhead) gross margins have decreased, in part, as a result of fixed
factory overhead being applied to lower production volume.

Selling, general and administrative expenses decreased $690, or 27.6%, to
$1,807 for the three months ended September 30, 1999 as compared to $2,497 for
the three months ended September 30, 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 $953 for the three months ended
September 30, 1999 as compared to $967 for the three months ended September 30,
1998.

Operating profit decreased $1,950 to ($401) for the three months ended
September 30, 1999 as compared to $1,549 for the three months ended September
30, 1998. Operating profit as a percentage of revenue, was (4.4%) for the
three months ended September 30, 1999 and 9.8% for the three months ended
September 30, 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 or benefit has been provided in the three months
ended September 30, 1999 and 1998 due to the recorded loss and the uncertainty
related to the future realization of such amounts.

Net loss was $2,778 for the three months ended September 30, 1999 compared
to a net loss of $732 for the three months ended September 30, 1998. The net
loss was the result of the decline in operating profit.

EBITDA, which is defined as operating profit plus depreciation and
amortization, was $1,016 for the three months ended September 30, 1999 compared
to $3,015 for the three months ended September 30, 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 September 30, 1999, the Company had no outstanding borrowings under the
Credit Facility and the borrowing base approximated $6,800. The Credit
Facility is available to fund working capital requirements as needed, secure
standby letters of credit, which totaled $100 at September 30, 1999 and is
secured by substantially all of the assets of the Company. The Company 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 used in operating activities for the three months ended
September 30, 1999 was $4,558 whereas for the three months ended September 30,
1998, net cash used in operating activities was $3,450. This increase in net
cash used in operating activities for the three months ended September 30, 1999
was due in part to a lower backlog at June 30, 1999 and the timing of payments
for new system signings in the three months ended September 30, 1999.

The Company has a backlog (on a percentage of completion basis) at
September 30, 1999 of $23,188 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 $17 for the three months ended September 30, 1999 and $11 for the
three months ended September 30, 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 three months ended September 30,
1999 approximately 39.7%, 28.1%, and 15.1% 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

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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.

The Companys review and assessment of the year 2000 problem has 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 Systems

The Company has completed its review of the Systems, including both the IT
Systems and the Non-IT Systems. In reviewing the Systems, the Company found
that some of them were not year 2000 compliant. The Company has purchased and
installed upgraded versions of the IT Systems, including the software programs
used for financial reporting, purchasing, order entry, payroll and product
design/development that the Company has been assured are year 2000 compliant by
the vendors of those programs. The majority of these upgrades were installed
by December 1998 with the final upgrade completed in October 1999. The Company
believes that, with the exception of one of its computer-aided design (CAD)
systems, its manufacturing and design operations are year 2000 compliant. The
Company has completed its review of the non-compliant CAD system and is
expected to have an upgraded version operational during November 1999.

Although there can be no assurance that the Company has identified and
corrected, or will identify and correct, every year 2000 problem found in the
Systems, the Company believes that it has a comprehensive program in place to
identify and correct any such problems. The Company does have contingency
plans developed in the event of a failure in any of the systems.

Glasstech Systems

The Company assessed the year 2000 compliance of the Glasstech systems
currently in service. The Company determined that the majority of the
Glasstech systems currently in service should continue to operate after the
year 2000; however, the internal date function on certain systems may not
perform properly, which would require the end-user of a Glasstech system to
make certain manual changes to the maintenance reports printed by the system.
The Company has identified one type of software within certain Glasstech
systems which, if not properly reset, may cause this type of Glasstech system
to fail. The Company has addressed the year 2000 problems in all of the
Glasstech systems currently being sold, and has put out a service bulletin on
the Glasstech systems currently in service to inform customers of the problems.
The Company has made software and hardware upgrades available to its customers
that address these problems.

Suppliers

The Company has completed a program to determine the year 2000 compliance
efforts of its equipment and raw materials suppliers. The Company sent out
questionnaires to its 47 largest suppliers and the Company has received
responses from all of these suppliers. This program has not revealed any
material problems. Unfortunately, the Company cannot fully control the conduct
of its suppliers, and there can be no guarantee year 2000 problems originating
with a supplier will not occur. The Company believes that it has made adequate
arrangements with backup suppliers to avoid any material adverse effect that
would occur if one of its primary suppliers were unable to fill the Companys
orders for any reason, including as a result of year 2000 problems.

Building and Utility Suppliers

The Company has completed reviews of its building and utility systems
(gas, electrical, telephone, etc.) for the impact of the year 2000 problem.
These suppliers have stated they are year 2000 compliant. If the Company

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did not receive utility service from certain of these suppliers, the Company may be
unable to produce Glasstech systems or take orders for new systems. While the
Company continues working diligently with all of its utility suppliers and has
no reason to expect that they will not be able to provide service after the
year 2000, there can be no assurance that these suppliers will be able to meet
the Companys requirements. In the case of these suppliers, an acceptable
contingency plan has not yet been developed. Because of the nature of these
suppliers and the fact that they are often the only suppliers of a given
service available in the Companys geographic region, management believes that
it may prove impossible to develop an acceptable contingency plan for certain
of the building and utility systems. The failure of any such supplier to fully
remediate its systems for year 2000 compliance could cause a shut down of the
Companys manufacturing and design facility, which could impact the Companys
ability to meet its obligations to supply Glasstech systems to its customers
and could have a material adverse affect on the Company.

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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

|          |  |                                                                                                                               
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------
|2.1(a)    |  | Agreement and Plan of Merger                                                                                                  
|         
|         
|         
|         
|2.2(a)    |  | Amendment to Agreement and Plan of Merger                                                                                     
|         
|         
|         
|         
|3.1(a)    |  | Restated Certificate of Incorporation of the Registrant                                                                       
|         
|         
|         
|         
|3.2(a)    |  | By-laws of the Registrant                                                                                                     
|         
|         
|         
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|4.1(a)    |  | Indenture (including form of Note)                                                                                            
|         
|         
|         
|         
|4.2(a)    |  | First Supplemental Indenture                                                                                                  
|         
|         
|         
|         
|10.1(a)   |  | Financing and Security Agreement between Bank of America, N.A. (f/k/a NationsBank, N.A.) and the Registrant                   
|         
|         
|         
|         
|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
|         
|         
|         
|         
|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 
|         
|         
|         
|         
|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                           
|         
|         
|         
|         
|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                                          
|         
|         
|         
|         
|10.12(a)  |  | Employment Agreement among Glasstech Holding Co., the Registrant and Kenneth H. Wetmore                                       
|         
|         
|         
|         
|10.13(a)  |  | Securities Purchase Agreement between the Registrant, as successor
to Glasstech Sub Co., and CIBC Wood Gundy Securities Corp. 
|         
|         
|         
|         
|10.14(a)  |  | Registration Rights Agreement between the Registrant, as successor
to Glasstech Sub Co., and CIBC Wood Gundy Securities Corp. 
|         
|         
|         
|         
|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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ITEM 7(a). 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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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:  November 12, 1999 |  | /s/  Mark D. Christman                                                                   
|                         |  |                                                                                          
|                         |  | Mark D.
ChristmanPresident and Chief Executive Officer                                   
|                        
|                         |  | /s/  Diane S. Tymiak                                                                     
|                         |  |                                                                                          
|                         |  | Diane S. Tymiak
Vice President and Chief Financial Officer
(Principal Accounting Officer)

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