TABLE OF CONTENTS




|                               |                                                                                               |                                                      |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                               |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                               |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                               |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND
RESULTS OF OPERATIONS.
|                               | ITEM 3. MARKET RISK EXPOSURES                                                                
|PART II  OTHER INFORMATION   
|                               | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                               | ITEM 5. OTHER INFORMATION                                                                    
|                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                    



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##### Table of Contents



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

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 of common stock, $.01 par value, outstanding as of May 11,
2001 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, 2000, as filed with the
Securities and Exchange Commission on September 27, 2000. 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.




|                                     |                                                                              |                                                    |                                                              |         |                |        |               |         |       |       | 
|------------------------------------ | ---------------------------------------------------------------------------- | -------------------------------------------------- | ------------------------------------------------------------ | ------- | -------------- | ------ | ------------- | ------- | ----- | ----- | 
|                                     |                                                                              |                                                    |                                                              |         | March 31, 2001 |        | June 30, 2000
|                                     |                                                                              |                                                    |                                                              |         |                |        |              
|Assets                              
|                                    
|                                    
|                                    
|                                    
|Current assets:                     
|                                    
|                                    
|                                    
|                                    
|                                     | Cash and cash equivalents                                                    |                                                    | $                                                            | 527     |                |        | $             | 5,668   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts receivable:                                                        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Contracts:                                        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              |                                                    | Uncompleted, including unbilled amounts of $6,113 and $2,211 |         |                | 11,312 |               |         |       | 4,820 | 
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              |                                                    | Completed                                                    |         |                | 1,029  |               |         |       | 1,626 | 
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Trade, less allowance of $40 for doubtful accounts |                                                              |         | 1,292          |        |               |         | 1,631 |      
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|                                     |                                                                              |                                                    | 13,633                                                       |         |                |        | 8,077         |        
|                                    
|                                    
|                                    
|                                    
|                                     | Inventory:                                                                  
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Replacement and service parts                      |                                                              |         | 1,791          |        |               |         | 1,675 |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Furnace and other                                  |                                                              |         | 683            |        |               |         | 687   |      
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|                                     |                                                                              |                                                    | 2,474                                                        |         |                |        | 2,362         |        
|                                    
|                                    
|                                    
|                                    
|                                     | Prepaid expenses                                                             |                                                    |                                                              | 391     |                |        |               | 279     |      
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|Total current assets                 |                                                                              |                                                    | 17,025                                                       |         |                |        | 16,386        |        
|                                    
|                                    
|                                    
|                                    
|Property, plant and equipment, net   |                                                                              |                                                    | 4,897                                                        |         |                |        | 5,650         |        
|                                    
|                                    
|                                    
|                                    
|Other assets:                       
|                                    
|                                    
|                                    
|                                    
|                                     | Patents, less accumulated amortization of $6,477 and $5,181                  |                                                    |                                                              | 11,806  |                |        |               | 13,102  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Goodwill, less accumulated amortization of $9,546 and $7,660                 |                                                    |                                                              | 40,878  |                |        |               | 42,764  |      
|                                    
|                                    
|                                    
|                                    
|                                     | Deferred financing costs and other                                           |                                                    |                                                              | 2,734   |                |        |               | 3,209   |      
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|Total other assets                   |                                                                              |                                                    | 55,418                                                       |         |                |        | 59,075        |        
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|                                     |                                                                              | $                                                  | 77,340                                                       |         |                | $      | 81,111        |        
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|Liabilities and capital deficiency  
|                                    
|                                    
|                                    
|                                    
|Current liabilities:                
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts payable                                                             |                                                    | $                                                            | 4,912   |                |        | $             | 2,786   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Billings in excess of costs and estimated earnings on uncompleted contracts  |                                                    |                                                              | 4,899   |                |        |               | 2,289   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Accrued liabilities:                                                        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Interest                                           |                                                              |         | 2,231          |        |               |         | 4,462 |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Salaries and wages                                 |                                                              |         | 987            |        |               |         | 1,232 |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Contract costs                                     |                                                              |         | 1,203          |        |               |         | 876   |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                              | Other                                              |                                                              |         | 972            |        |               |         | 973   |      
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|                                     |                                                                              |                                                    | 5,393                                                        |         |                |        | 7,543         |        
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|Total current liabilities            |                                                                              |                                                    | 15,204                                                       |         |                |        | 12,618        |        
|                                    
|                                    
|                                    
|                                    
|Long-term debt                       |                                                                              |                                                    | 69,652                                                       |         |                |        | 69,572        |        
|                                    
|                                    
|                                    
|                                    
|Nonpension postretirement obligation |                                                                              |                                                    | 483                                                          |         |                |        | 456           |        
|                                    
|                                    
|                                    
|                                    
|Capital deficiency:                 
|                                    
|                                    
|                                    
|                                    
|                                     | 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                                                                      |                                                    |                                                              | (19,721 | )              |        |               | (13,257 | )    
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|Total capital deficiency             |                                                                              |                                                    | (7,999                                                       | )       |                |        | (1,535        | )      
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        
|                                     |                                                                              | $                                                  | 77,340                                                       |         |                | $      | 81,111        |        
|                                     |                                                                              |                                                    |                                                              |         |                |        |               |        

See accompanying notes.

3



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GLASSTECH, INC.




|                                             |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  
|-------------------------------------------- |  | ------------------ | ------ | ----------------- |  | ---- | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                             |  | Three Months Ended |        | Nine Months Ended
|                                             |  | March 31,          |        | March 31,        
|                                             |  |                    |        |                  
|                                             |  | 2001               |        | 2000              |  | 2001 |        | 2000
|                                             |  |                    |        |                   |  |      |        |     
|Net revenue                                  |  | $                  | 14,263 |                   |  | $    | 13,942 |      |  | $ | 39,228 |   |  | $ | 35,092 |  
|                                            
|                                            
|                                            
|                                            
|Cost of goods sold                           |  |                    | 8,880  |                   |  |      | 8,427  |      |  |   | 26,360 |   |  |   | 21,726 |  
|                                             |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  
|Gross profit                                 |  |                    | 5,383  |                   |  |      | 5,515  |      |  |   | 12,868 |   |  |   | 13,366 |  
|                                            
|                                            
|                                            
|                                            
|Selling, general and administrative expenses |  |                    | 2,154  |                   |  |      | 2,047  |      |  |   | 5,987  |   |  |   | 5,680  |  
|                                            
|                                            
|                                            
|                                            
|Research and development expenses            |  |                    | 1,164  |                   |  |      | 904    |      |  |   | 3,050  |   |  |   | 2,752  |  
|                                            
|                                            
|                                            
|                                            
|Amortization expense                         |  |                    | 1,061  |                   |  |      | 1,061  |      |  |   | 3,182  |   |  |   | 3,182  |  
|                                             |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  
|Operating profit                             |  |                    | 1,004  |                   |  |      | 1,503  |      |  |   | 649    |   |  |   | 1,752  |  
|                                            
|                                            
|                                            
|                                            
|Interest expense                             |  |                    | (2,417 | )                 |  |      | (2,417 | )    |  |   | (7,251 | ) |  |   | (7,251 | )
|                                            
|                                            
|                                            
|                                            
|Other income  net                           |  |                    | 30     |                   |  |      | 50     |      |  |   | 138    |   |  |   | 144    |  
|                                             |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  
|Net loss                                     |  | $                  | (1,383 | )                 |  | $    | (864   | )    |  | $ | (6,464 | ) |  | $ | (5,355 | )
|                                             |  |                    |        |                   |  |      |        |      |  |   |        |   |  |   |        |  

See accompanying notes.

4



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GLASSTECH, INC.




|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |      |       |       |        |  
|--------------------------------------------------------------------------- | --------------------------------------------------------- | -------------------------------------------------------------------------- | ------------ | --------------------------------------------------------------------------- | ----- | --------------------------- | ------ | ---- | ----- | ----- | ------ | -
|                                                                            |                                                           |                                                                            |              |                                                                             |       | Nine months Ended March 31,
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                            
|                                                                            |                                                           |                                                                            |              |                                                                             |       | 2001                        |        | 2000
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |     
|Operating activities                                                       
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Net loss                                                                    |                                                           | $                                                                          | (6,464       | )                                                                           |       | $                           | (5,355 | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Adjustments to reconcile net loss to net cash used in operating activities:
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           | Depreciation and amortization                                              |              |                                                                             | 4,506 |                             |        |      | 4,729 |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           | Accretion of debt discount                                                 |              |                                                                             | 80    |                             |        |      | 81    |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           | Nonpension postretirement benefit obligation expense in excess of
payments |              |                                                                             | 27    |                             |        |      | 18    |      
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           | Changes in assets and liabilities affecting operations:                   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Accounts receivable                                                         |       |                             | (5,556 | )    |       |       | (3,203 | )
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Inventory                                                                   |       |                             | (112   | )    |       |       | 892    |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Prepaid expenses                                                            |       |                             | (112   | )    |       |       | 12     |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Accounts payable                                                            |       |                             | 2,126  |      |       |       | 770    |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Billings in excess of costs and estimated earnings on
uncompleted contracts |       |                             | 2,610  |      |       |       | 401    |  
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            |              | Accrued liabilities                                                         |       |                             | (2,150 | )    |       |       | (2,883 | )
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |     
|Net cash used in operating activities                                       |                                                           |                                                                            | (5,045       | )                                                                           |       |                             | (4,538 | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Investing activities                                                       
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Additions to property, plant and equipment                                  |                                                           |                                                                            | (97          | )                                                                           |       |                             | (129   | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Other                                                                       |                                                           |                                                                            | 1            |                                                                             |       |                             |       |     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |     
|Net cash used in investing activities                                       |                                                           |                                                                            | (96          | )                                                                           |       |                             | (129   | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Financing activities                                                       
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Other                                                                       |                                                           |                                                                            |             |                                                                             |       |                             | 17     |     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |     
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Net cash provided by financing activities                                   |                                                           |                                                                            |             |                                                                             |       |                             | 17     |     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |     
|Decrease in cash and cash equivalents                                       |                                                           |                                                                            | (5,141       | )                                                                           |       |                             | (4,650 | )   
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|Cash and cash equivalents at beginning of period                            |                                                           |                                                                            | 5,668        |                                                                             |       |                             | 8,661  |     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |     
|Cash and cash equivalents at end of period                                  |                                                           | $                                                                          | 527          |                                                                             |       |                             | 4,011  |     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |     
|Supplemental disclosure of cash flow information:                          
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            | Cash paid (received) during the period for the following:
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|                                                                            |                                                           |                                                                            | Interest     |                                                                             | $     | 8,925                       |        |      | $     | 8,925 |       
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |     
|                                                                            |                                                           |                                                                            | Income taxes |                                                                             | $     |                            |        |      | $     | (21   | )     
|                                                                            |                                                           |                                                                            |              |                                                                             |       |                             |        |     

See accompanying notes.

5



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##### Table of Contents



GLASSTECH, INC.




1. Background and Basis of Presentation

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

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

The condensed consolidated balance sheet as of June 30, 2000 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 is
available to fund working capital requirements as needed and secure standby
letters of credit. The Credit Facility as amended provides for borrowings up
to $13,000 (including standby letters of credit), subject to a borrowing base
of certain qualifying assets up to a maximum of $7,000. Any borrowings or
standby letters of credit above $7,000 must be cash collateralized. The Credit
Facility provides for interest on outstanding borrowings at the LIBOR rate plus
2.5%, payable semi-annually, and is secured by substantially all of the assets
of the Company. At March 31, 2001, the Company had no outstanding borrowings,
$1,038 in standby letters of credit secured and a borrowing base of $7,000.

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

6



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##### Table of Contents






ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND
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, 2000,
as filed with the Securities and Exchange Commission on September 27, 2000.
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 that 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.

7



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##### Table of Contents



Revenues

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

Selling Expenses

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

Research & Development

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

Management Estimates

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

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##### Table of Contents



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 March 31, |        | Nine months Ended March 31,
|                                      |             |                         |       |                              |        |                            
|                                      |             |                         |       | 2001                         |        | 2000                        |      | 2001 |       | 2000
|                                      |             |                         |       |                              |        |                             |      |      |       |     
|Net revenue (a)
   Original Equipment |             | $                       | 9,955 |                              |        |                             | 69.8 | %    |       | $    | 9,298 |       |        |  | 66.7 | %    |       | $ | 25,667 |        |        |  | 65.4 | %    |       | $ | 21,210 |        |        |  | 60.4 | %   
|                                     
|                                     
|                                     
|                                     
|                                      | Aftermarket |                         |       | 4,308                        |        |                             |      | 30.2 |       |      |       | 4,644 |        |  |      | 33.3 |       |   |        | 13,561 |        |  |      | 34.6 |       |   |        | 13,882 |        |  |      | 39.6 |      
|                                      |             |                         |       |                              |        |                             |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|                                      |             | Total net revenue       |       |                              | 14,263 |                             |      |      | 100.0 |      |       |       | 13,942 |  |      |      | 100.0 |   |        |        | 39,228 |  |      |      | 100.0 |   |        |        | 35,092 |  |      |      | 100.0 |  
|                                     
|                                     
|                                     
|                                     
|Cost of goods sold (a)                |             |                         | 8,880 |                              |        |                             | 62.3 |      |       |      | 8,427 |       |        |  | 60.4 |      |       |   | 26,360 |        |        |  | 67.2 |      |       |   | 21,726 |        |        |  | 61.9 |     
|                                      |             |                         |       |                              |        |                             |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|Gross profit                          |             |                         | 5,383 |                              |        |                             | 37.7 |      |       |      | 5,515 |       |        |  | 39.6 |      |       |   | 12,868 |        |        |  | 32.8 |      |       |   | 13,366 |        |        |  | 38.1 |     
|                                     
|                                     
|                                     
|                                     
|Selling, general and
administrative   |             |                         | 2,154 |                              |        |                             | 15.1 |      |       |      | 2,047 |       |        |  | 14.7 |      |       |   | 5,987  |        |        |  | 15.3 |      |       |   | 5,680  |        |        |  | 16.2 |     
|                                     
|                                     
|                                     
|                                     
|Research and development
expense      |             |                         | 1,164 |                              |        |                             | 8.2  |      |       |      | 904   |       |        |  | 6.5  |      |       |   | 3,050  |        |        |  | 7.8  |      |       |   | 2,752  |        |        |  | 7.8  |     
|                                     
|                                     
|                                     
|                                     
|Amortization expense (b)              |             |                         | 1,061 |                              |        |                             | 7.4  |      |       |      | 1,061 |       |        |  | 7.6  |      |       |   | 3,182  |        |        |  | 8.1  |      |       |   | 3,182  |        |        |  | 9.1  |     
|                                      |             |                         |       |                              |        |                             |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|                                      |             | Operating profit (loss) |       | $                            | 1,004  |                             |      |      | 7.1   | %    |       | $     | 1,503  |  |      |      | 10.8  | % |        | $      | 649    |  |      |      | 1.6   | % |        | $      | 1,752  |  |      |      | 5.0   | %
|                                      |             |                         |       |                              |        |                             |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|Amortization expense (b)              |             |                         | 1,061 |                              |        |                             | 7.4  |      |       |      | 1,061 |       |        |  | 7.6  |      |       |   | 3,182  |        |        |  | 8.1  |      |       |   | 3,182  |        |        |  | 9.1  |     
|                                     
|                                     
|                                     
|                                     
|Depreciation expense                  |             |                         | 282   |                              |        |                             | 2.0  |      |       |      | 357   |       |        |  | 2.6  |      |       |   | 846    |        |        |  | 2.2  |      |       |   | 1,070  |        |        |  | 3.0  |     
|                                      |             |                         |       |                              |        |                             |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     
|                                      |             | EBITDA                  |       | $                            | 2,347  |                             |      |      | 16.5  | %    |       | $     | 2,921  |  |      |      | 21.0  | % |        | $      | 4,677  |  |      |      | 11.9  | % |        | $      | 6,004  |  |      |      | 17.1  | %
|                                      |             |                         |       |                              |        |                             |      |      |       |      |       |       |        |  |      |      |       |   |        |        |        |  |      |      |       |   |        |        |        |  |      |     



|(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 March 31, 2001 compared with the Three months Ended March 31, 2000

Net revenue for the three months ended March 31, 2001 increased $321, or
2.3%, to $14,263 from $13,942 for the three months ended March 31, 2000.
Original Equipment revenue increased $657, or 7.1%, to $9,955 for the three
months ended March 31, 2001 compared to $9,298 for the three months ended March
31, 2000. The increase in Original Equipment revenue is the result of a higher
backlog at June 30, 2000 compared to June 30, 1999 and an increase in Original
Equipment signings for the nine months ended March 31, 2001. Aftermarket
revenue decreased $336 or 7.2% to $4,308 for the three months ended March 31,
2001 from $4,644 for the three months ended March 31, 2000. The decrease in
aftermarket revenue was primarily the result of a decline in tooling revenue,
partially offset by an increase in retrofit revenue. Retrofit and tooling
revenues fluctuate based on customer demands and are influenced by a variety of
factors, including economic conditions and the customers retrofit schedules
and the timing of automotive manufacturers design changes, which may impact
the release of tooling orders.

A significant portion of the Companys net revenue is generated from
customers outside the United States. For the three months ended March 31,
2001, Original Equipment revenue from foreign customers increased to $7,601
(76.4% of total Original Equipment revenue) as compared to $4,117 (44.3% of
total Original Equipment revenue) for the three months ended March 31, 2000.
The percentage of aftermarket revenue from foreign customers increased to 63.5%
of total aftermarket revenue for the three months ended March 31, 2001 compared
to 40.5% for the three months ended March 31, 2000. For the three months ended
March 31, 2001 and 2000 approximately 52.3% and 9.9%, respectively, of the
Companys net revenue was derived from sales of products to customers located
in the Asia-Pacific region. The portion of the Companys net revenue generated
from customers outside the United States can fluctuate from time to time
depending on location of contract signings.

Gross profit decreased $132, or 2.4%, to $5,383 for the three months ended
March 31, 2001 as compared to $5,515 for the three months ended March 31, 2000.
The gross margin decreased to 37.7% from 39.6% due primarily to the current
mix of contracts and cost overruns on certain contracts that the Company does
not expect to incur in the future.

Selling, general and administrative expenses increased $107, or 5.2%, to
$2,154 for the three months ended March 31, 2001 as compared to $2,047 for the
three months ended March 31, 2000.

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Research and development expenses increased $260 or 28.8% to $1,164 for
the three months ended March 31, 2001 as compared to $904 for the three months
ended March 31, 2000 due to an increase in project costs partially offset by
decreases in utilities, depreciation and other costs.

Operating profit decreased $499 to $1,004 for the three months ended March
31, 2001 as compared to $1,503 for the three months ended March 31, 2000.
Operating profit, as a percentage of revenue, was 7.1% for the three months
ended March 31, 2001 and 10.8% for the three months ended March 31, 2000. The
decrease in operating profit was the result of the decline in gross profit in
addition to increases in selling, general and administrative expenses and
research and development expenses.

No income tax expense has been provided in the three months ended March
31, 2001 and 2000 due to the recorded loss and the uncertainty related to the
future realization of such amounts.

Net loss was $1,383 for the three months ended March 31, 2001 compared to
a net loss of $864 for the three months ended March 31, 2000. This was the
result of the decline in operating profit.

EBITDA, which is defined as operating profit plus depreciation and
amortization, was $2,347 for the three months ended March 31, 2001 compared to
$2,921 for the three months ended March 31, 2000. The decrease in EBITDA was
the result of the decline in operating profit.

Nine months Ended March 31, 2001 compared with the Nine months Ended March 31,
2000

Net revenue for the nine months ended March 31, 2001 increased $4,136, or
11.8%, to $39,228 from $35,092 for the nine months ended March 31, 2000.
Original Equipment revenue increased $4,457, or 21.0%, to $25,667 for the nine
months ended March 31, 2001 compared to $21,210 for the nine months ended March
31, 2000. The increase in Original Equipment revenue is the result of a higher
backlog at June 30, 2000 compared to June 30, 1999 and an increase in Original
Equipment signings for the nine months ended March 31, 2001. Aftermarket
revenue decreased $321, or 2.3% to $13,561 for the nine months ended March 31,
2001 compared to $13,882 for the nine months ended March 31, 2000.

For the nine months ended March 31, 2001, Original Equipment revenue from
foreign customers increased to $20,472 (79.8% of total Original Equipment
revenue) as compared to $8,969 (42.3% of total Original Equipment revenue) for
the nine months ended March 31, 2000. The percentage of aftermarket revenue
from foreign customers increased to 61.2% of total aftermarket revenue for the
nine months ended March 31, 2001 compared to 45.6% for the nine months ended
March 31, 2000. For the nine months ended March 31, 2001 and 2000
approximately 47.5% and 11.6%, respectively, of the Companys net revenue was
derived from sales of products to customers located in the Asia-Pacific region.
The portion of the Companys net revenue generated from customers outside the
United States can fluctuate from time to time depending on location of contract
signings.

Gross profit decreased $498, or 3.7%, to $12,868 for the nine months ended
March 31, 2001 as compared to $13,366 for the nine months ended March 31, 2000.
The gross margin decreased to 32.8% from 38.1% due primarily to the current
mix of contracts and cost overruns on certain contracts that the Company does
not expect to incur in the future.

Selling, general and administrative expenses increased $307, or 5.4%, to
$5,987 for the nine months ended March 31, 2001 as compared to $5,680 for the
nine months ended March 31, 2000. This increase largely resulted from an
increase in marketing expense primarily related to a bi-annual trade show.

Research and development expenses increased $298, or 10.8% to $3,050 for
the nine months ended March 31, 2001 as compared to $2,752 for the nine months
ended March 31, 2000 due to an increase in project costs partially offset by
decreases in utilities, depreciation and other costs.

Operating profit decreased $1,103 to $649 for the nine months ended March
31, 2001 as compared to $1,752 for the nine months ended March 31, 2000.
Operating profit, as a percentage of revenue, was 1.6% for the nine months

10



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ended March 31, 2001 and 5.0% for the nine months ended March 31, 2000. The
decrease in operating profit was primarily the result of the decline in gross
profit.

No income tax expense has been provided in the nine months ended March 31,
2001 and 2000 due to the recorded loss and the uncertainty related to the
future realization of such amounts.

Net loss was $6,464 for the nine months ended March 31, 2001 compared to a
net loss of $5,355 for the nine months ended March 31, 2000. This was the
result of the decline in operating profit.

EBITDA, which is defined as operating profit plus depreciation and
amortization, was $4,677 for the nine months ended March 31, 2001 compared to
$6,004 for the nine months ended March 31, 2000. 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 is available to fund working capital requirements as needed and
secure standby letters of credit. The Credit Facility as amended provides for
borrowings up to $13,000 (including standby letters of credit), subject to a
borrowing base of certain qualifying assets up to a maximum of $7,000. Any
borrowings or standby letters of credit above $7,000 must be cash
collateralized. The Credit Facility is secured by substantially all of the
assets of the Company and at March 31, 2001, the Company had no outstanding
borrowings, $1,038 in secured standby letters of credit and a borrowing base of
$7,000. The Company believes it is in material compliance with all covenants
in the Senior Notes and Credit Facility.

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 nine months ended
March 31, 2001 was $5,045 as compared to $4,055 for the nine months ended March
31, 2000. This increase in net cash used in operating activities for the nine
months ended March 31, 2001 was primarily due to the timing of payments for new
system signings.

The Company has a backlog (on a percentage of completion basis) at March
31, 2001 of $15,767 as compared to $17,394 at June 30, 2000. The Company
expects to complete a substantial majority of this backlog within the next
twelve months. Signings for the nine months ended March 31, 2001 were $37,781
compared to $40,201 for the nine months ended March 31, 2000. The mix of
signings by type and breakdown by geographic region for the nine months ended
March 31, 2001 compared to the nine months ended March 31, 2000 is as follows:



| |  |  | Automotive signings as a percentage of total signings,
increased to 86% for the nine months ended March 31, 2001 compared to
77% for the nine months ended March 31, 2000. Architectural
signings, as a percentage of total signings, decreased to 14% for the
nine months ended March 31, 2001 compared to 23% for the nine months
ended March 31, 2000.                                                                                                                                                                                                                                           
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The mix of signings by geographic region, as a percentage of
total signings, changed significantly between the periods. Signings
in the Americas (North, Central and South America) decreased to 38%
for the nine months ended March 31, 2001 compared to 64% for the nine
months ended March 31, 2000. Signings in Europe decreased to 9% for
the nine months ended March 31, 2001 compared to 29% for the nine
months ended March 31, 2000. Signings in the Asia-Pacific region
increased to 53% for the nine months ended March 31, 2001 compared to
7% for the nine months ended March 31, 2000.

11



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##### Table of Contents





| |  |  | The Company has
experienced a recent increase in quoting activity and contract
signings for the Asia-Pacific region and 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.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Capital expenditures, including demonstration furnaces classified as fixed
assets, were $97 for the nine months ended March 31, 2001 and $129 for the nine
months ended March 31, 2000. Future capital expenditures, excluding
demonstration furnaces, used to replace or improve operating equipment and
facilities are estimated to be less than $150 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, 2000, the Company had net operating loss (NOL)
carryforwards for regular and alternative minimum tax purposes of approximately
$46,547 and $43,075, respectively, which expire in the years 2009 through 2015.

Although the Companys ability to generate cash has been affected by the
increased interest costs resulting from the Transaction and the lower level of
contract signings in fiscal 2001 and 2000, 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. 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.




ITEM 3. MARKET RISK EXPOSURES

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

12



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##### Table of Contents






PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

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




ITEM 5. OTHER INFORMATION

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




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

|          |  |                                                                                                                               
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------
|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)                                                                                            
|         
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|         
|4.2(a)    |  | First Supplemental Indenture                                                                                                  
|         
|         
|         
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|10.1(a)   |  | Financing and Security Agreement between Bank of America, N.A. (f/k/a NationsBank, N.A.) and the Registrant                   
|         
|         
|         
|         
|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 
|         
|         
|         
|         
|10.1.3(d) |  | Fourth 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                           
|         
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|10.6(a)   |  | Employment Agreement among Glasstech Holding Co., the Registrant and John S. Baxter                                           
|         
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|10.7(a)   |  | Employment Agreement among Glasstech Holding Co., the Registrant and Mark D. Christman                                        
|         
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|10.8(a)   |  | Employment Agreement among Glasstech Holding Co., the Registrant and Larry E. Elliott                                         
|         
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|10.9(a)   |  | Employment Agreement among Glasstech Holding Co., the Registrant and Ronald A. McMaster                                       
|         
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|10.10(a)  |  | Employment Agreement among Glasstech Holding Co., the Registrant and James P. Schnabel, Jr.                                   
|         
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|10.11(a)  |  | Employment Agreement among Glasstech Holding Co., the Registrant and Diane S. Tymiak                                          
|         
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|10.12(a)  |  | Employment Agreement among Glasstech Holding Co., the Registrant and Kenneth H. Wetmore                                       
|         
|         
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|         
|10.13(a)  |  | Securities Purchase Agreement between the Registrant, as successor
to Glasstech Sub Co., and CIBC Wood Gundy Securities Corp. 
|         
|         
|         
|         
|10.14(a)  |  | Registration Rights Agreement between the Registrant, as successor
to Glasstech Sub Co., and CIBC Wood Gundy Securities Corp. 

|    |  |                                                                                                                                                                                                                               
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 inthe Form S-4.
|   
|   
|   
|   
|(b) |  | Incorporated by reference from the Companys Quarterly Report on Form
10-Q filed on February 11, 1999.                                                                                                                        
|   
|   
|   
|   
|(c) |  | Incorporated by reference from the Companys Annual Report on Form
10-K filed on September 23, 1999.                                                                                                                          
|   
|   
|   
|   
|(d) |  | Incorporated by reference from the Companys Quarterly Report on Form
10-Q filed on November 13, 2000.                                                                                                                        

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

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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.

|                   |  |                                                                                                                                        
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------
|                  
|                  
|Date: May 15, 2001 |  | GLASSTECH, INC., a Delaware
Corporation                  
/s/  Mark D. ChristmanMark D. Christman
President and Chief Executive Officer
|                  
|                  
|                  
|Date: May 15, 2001 |  | /s/  Diane S. TymiakDiane S. Tymiak
Vice President, Treasurer and Chief Financial Officer
(Principal Accounting Officer)               

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