TABLE OF CONTENTS




|                                                  |                                                                                                |  |  |  |  |  |  | 
|------------------------------------------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I -- FINANCIAL INFORMATION                  
|                                                  | ITEM 1. FINANCIAL STATEMENTS                                                                  
|                                                  | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|                                                  | ITEM 3. MARKET RISK EXPOSURES                                                                 
|PART II -- OTHER INFORMATION                     
|                                                  | ITEM 1. LEGAL PROCEEDINGS                                                                     
|                                                  | ITEM 5. OTHER INFORMATION                                                                     
|                                                  | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      
|SIGNATURES                                       
|Financing and Security Agreement   Exhibit 10.1.3
|Exhibit 27                                       



---



UNITED STATES





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.



|                                                                                                              |  |                                  |  |                                          
|------------------------------------------------------------------------------------------------------------- |  | -------------------------------- |  | -----------------------------------------
|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
        (Address of principal executive offices) |  | 43551
        (Zip Code)        

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

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

|                 
|-----------------
|Yes  [X]  No  [ ]

The number of shares common stock, $.01 par value as of
November 3, 2000 was 1,000.



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##### Table of Contents






PART I  FINANCIAL INFORMATION




ITEM 1.  FINANCIAL STATEMENTS

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

CONDENSED CONSOLIDATED BALANCE SHEETS


(Dollars in thousands)


(Unaudited)


|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |         |       |       | 
|------------------------------------ | ------------------------------------------------------------------------------------ | -------------------------------------------------- | ------------------------------------------------------------ | ------------- | ----- | ----- | ------ | ------- | ----- | ----- | 
|                                     |                                                                                      | September 30, 2000                                 |                                                              | June 30, 2000
|                                     |                                                                                      |                                                   
|                                     |                                                                                      |                                                   
|Assets                               |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                    
|                                    
|                                    
|                                    
|Current assets:                      |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                     | Cash and cash equivalents                                                            |                                                    | $                                                            | 1,312         |       |       | $      | 5,668   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts receivable:                                                                 |                                                    |                                                              |               |       |       |        |         |      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                      | Contracts:                                         |                                                              |               |       |       |        |         |       |      
|                                     |                                                                                      |                                                    | Uncompleted, including unbilled amounts of $1,755 and $2,211 |               |       | 8,457 |        |         |       | 4,820 | 
|                                     |                                                                                      |                                                    | Completed                                                    |               |       | 1,434 |        |         |       | 1,626 | 
|                                     |                                                                                      | Trade, less allowance of $40 for doubtful accounts |                                                              |               | 1,754 |       |        |         | 1,631 |      
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                     |                                                                                      |                                                    | 11,645                                                       |               |       |       | 8,077  |        
|                                    
|                                    
|                                    
|                                    
|                                     | Inventory:                                                                           |                                                    |                                                              |               |       |       |        |         |      
|                                     |                                                                                      | Replacement and service parts                      |                                                              |               | 1,853 |       |        |         | 1,675 |      
|                                     |                                                                                      | Furnace and other                                  |                                                              |               | 687   |       |        |         | 687   |      
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                     |                                                                                      |                                                    | 2,540                                                        |               |       |       | 2,362  |        
|                                     | Prepaid expenses                                                                     |                                                    |                                                              | 428           |       |       |        | 279     |      
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|Total current assets                 |                                                                                      |                                                    | 15,925                                                       |               |       |       | 16,386 |        
|                                    
|Property, plant and equipment, net   |                                                                                      |                                                    | 5,401                                                        |               |       |       | 5,650  |        
|                                    
|                                    
|                                    
|                                    
|                                    
|Other assets:                        |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                     | Patents, less accumulated amortization of $5,613 and $5,181                          |                                                    |                                                              | 12,670        |       |       |        | 13,102  |      
|                                     | Goodwill, less accumulated amortization of $8,289 and $7,660                         |                                                    |                                                              | 42,136        |       |       |        | 42,765  |      
|                                     | Deferred financing costs and other                                                   |                                                    |                                                              | 3,049         |       |       |        | 3,208   |      
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|Total other assets                   |                                                                                      |                                                    | 57,855                                                       |               |       |       | 59,075 |        
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                     |                                                                                      | $                                                  | 79,181                                                       |               |       | $     | 81,111 |        
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|Liabilities and capital deficiency   |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                    
|                                    
|                                    
|                                    
|Current liabilities:                 |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                     | Accounts payable                                                                     |                                                    | $                                                            | 2,704         |       |       | $      | 2,786   |      
|                                     | Billings in excess of costs and estimated earnings on
        uncompleted contracts  |                                                    |                                                              | 6,132         |       |       |        | 2,289   |      
|                                    
|                                    
|                                    
|                                    
|                                     | Accrued liabilities:                                                                 |                                                    |                                                              |               |       |       |        |         |      
|                                     |                                                                                      | Interest                                           |                                                              |               | 2,231 |       |        |         | 4,462 |      
|                                     |                                                                                      | Salaries and wages                                 |                                                              |               | 951   |       |        |         | 1,232 |      
|                                     |                                                                                      | Contract costs                                     |                                                              |               | 877   |       |        |         | 876   |      
|                                     |                                                                                      | Other                                              |                                                              |               | 891   |       |        |         | 973   |      
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                     |                                                                                      |                                                    | 4,950                                                        |               |       |       | 7,543  |        
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|Total current liabilities            |                                                                                      |                                                    | 13,786                                                       |               |       |       | 12,618 |        
|                                    
|Long-term debt                       |                                                                                      |                                                    | 69,598                                                       |               |       |       | 69,572 |        
|Nonpension postretirement obligation |                                                                                      |                                                    | 465                                                          |               |       |       | 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                                                                              |                                                    |                                                              | (16,390       | )     |       |        | (13,257 | )    
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|Total capital deficiency             |                                                                                      |                                                    | (4,668                                                       | )             |       |       | (1,535 | )      
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        
|                                     |                                                                                      | $                                                  | 79,181                                                       |               |       | $     | 81,111 |        
|                                     |                                                                                      |                                                    |                                                              |               |       |       |        |        

See accompanying notes.

3



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##### Table of Contents



GLASSTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(Dollars in thousands)


(Unaudited)


|                                             |  |                    |        |      |  |   |        |  
|-------------------------------------------- |  | ------------------ | ------ | ---- |  | - | ------ | -
|                                             |  |                   
|                                             |  | Three Months Ended
|                                             |  | September 30,     
|                                             |  | 2000               |        | 1999
|                                             |  |                    |        |     
|Net revenue                                  |  | $                  | 10,415 |      |  | $ | 9,194  |  
|Cost of goods sold                           |  |                    | 7,153  |      |  |   | 5,774  |  
|                                             |  |                    |        |      |  |   |        |  
|Gross profit                                 |  |                    | 3,262  |      |  |   | 3,420  |  
|                                            
|Selling, general and administrative expenses |  |                    | 2,056  |      |  |   | 1,807  |  
|Research and development expenses            |  |                    | 887    |      |  |   | 953    |  
|Amortization expense                         |  |                    | 1,061  |      |  |   | 1,061  |  
|                                             |  |                    |        |      |  |   |        |  
|Operating loss                               |  |                    | (742   | )    |  |   | (401   | )
|                                            
|Interest expense                             |  |                    | (2,417 | )    |  |   | (2,417 | )
|Other income  net                           |  |                    | 26     |      |  |   | 40     |  
|                                             |  |                    |        |      |  |   |        |  
|Net loss                                     |  | $                  | (3,133 | )    |  | $ | (2,778 | )
|                                             |  |                    |        |      |  |   |        |  

See accompanying notes.

4



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GLASSTECH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Dollars in thousands)


(Unaudited)


|                                                                                    |                                                           |                    |                                                                                    |                                                                                     |       |       |        |   |       |       |        |  
|----------------------------------------------------------------------------------- | --------------------------------------------------------- | ------------------ | ---------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ----- | ----- | ------ | - | ----- | ----- | ------ | -
|                                                                                    |                                                           |                   
|                                                                                    |                                                           | Three Months Ended
|                                                                                    |                                                           | September 30,     
|                                                                                    |                                                           | 2000               |                                                                                    | 1999                                                                               
|                                                                                    |                                                           |                    |                                                                                    |                                                                                    
|Operating activities:                                                               |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|Net loss                                                                            |                                                           | $                  | (3,133                                                                             | )                                                                                   |       | $     | (2,778 | )
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Adjustments to reconcile net loss to net cash used in operating
        activities: |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|                                                                                    |                                                           |                    | Depreciation and amortization                                                      |                                                                                     |       | 1,501 |        |   |       | 1,577 |       
|                                                                                    |                                                           |                    | Nonpension postretirement benefit obligation expense in excess
        of payments |                                                                                     |       | 9     |        |   |       | 6     |       
|                                                                                    |                                                           |                    | Accretion of debt discount                                                         |                                                                                     |       | 27    |        |   |       | 27    |       
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    |                                                           |                    | Changes in assets and liabilities affecting operations:                            |                                                                                     |       |       |        |   |       |       |       
|                                                                                    |                                                           |                    |                                                                                    | Accounts receivable                                                                 |       |       | (3,568 | ) |       |       | (2,490 | )
|                                                                                    |                                                           |                    |                                                                                    | Inventory                                                                           |       |       | (178   | ) |       |       | 564    |  
|                                                                                    |                                                           |                    |                                                                                    | Prepaid expenses                                                                    |       |       | (149   | ) |       |       | (127   | )
|                                                                                    |                                                           |                    |                                                                                    | Accounts payable                                                                    |       |       | (82    | ) |       |       | (1     | )
|                                                                                    |                                                           |                    |                                                                                    | Billings in excess of costs and estimated earnings on
        uncompleted contracts |       |       | 3,843  |   |       |       | 1,051  |  
|                                                                                    |                                                           |                    |                                                                                    | Accrued liabilities                                                                 |       |       | (2,593 | ) |       |       | (2,387 | )
|                                                                                    |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|Net cash used in operating activities                                               |                                                           |                    | (4,323                                                                             | )                                                                                   |       |       | (4,558 | )
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Investing activities                                                                |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|Additions to property, plant and equipment                                          |                                                           |                    | (34                                                                                | )                                                                                   |       |       | (17    | )
|Other                                                                               |                                                           |                    | 1                                                                                  |                                                                                     |       |       |       |  
|                                                                                    |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|Net cash used in investing activities                                               |                                                           |                    | (33                                                                                | )                                                                                   |       |       | (17    | )
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|Financing activities                                                                |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|Other                                                                               |                                                           |                    |                                                                                   |                                                                                     |       |       | 14     |  
|                                                                                    |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|Net cash provided by financing activities                                           |                                                           |                    |                                                                                   |                                                                                     |       |       | 14     |  
|                                                                                    |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|Decrease in cash and cash equivalents                                               |                                                           |                    | (4,356                                                                             | )                                                                                   |       |       | (4,561 | )
|Cash and cash equivalents at beginning of period                                    |                                                           |                    | 5,668                                                                              |                                                                                     |       |       | 8,661  |  
|                                                                                    |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|Cash and cash equivalents at end of period                                          |                                                           | $                  | 1,312                                                                              |                                                                                     |       | $     | 4,100  |  
|                                                                                    |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|Supplemental disclosure of cash flow information:                                   |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                    | Cash paid (received) during the period for the following: |                    |                                                                                    |                                                                                     |       |       |        |   |      
|                                                                                    |                                                           | Interest           |                                                                                    | $                                                                                   | 4,463 |       |        | $ | 4,463 |      
|                                                                                    |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  
|                                                                                    |                                                           | Income taxes       |                                                                                    | $                                                                                   |      |       |        | $ | (21   | )    
|                                                                                    |                                                           |                    |                                                                                    |                                                                                     |       |       |        |  

See accompanying notes.

5



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GLASSTECH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Dollars in thousands)


(Unaudited)


1.  Background and Basis of Presentation

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

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

The condensed consolidated balance sheet as of June 30,
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. 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 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 September 30, 2000, the Company had no
outstanding borrowings, $1,162 in standby letters of credit
secured and the borrowing base is $7,000.

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

6



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

Forward-Looking Statements

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

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

The following discussion should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in
this report and in the Companys Annual Report on
Form 10-K for the fiscal year ended June 30, 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 which are used by glass
manufacturers and processors in the conversion of flat glass
into safety glass. Systems are sold worldwide, primarily to
automotive glass manufacturers and processors and, to a lesser
extent, to architectural glass manufacturers and processors.
Revenues generated by the sale of new systems are referred to
below as Original Equipment.

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

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

7



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Revenues

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

Selling Expense

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 and 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.

8



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##### Table of Contents



Results of Operations

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

|                                    |                    |                    |       |       |        |   |      |      |       |    |       |       |       |   |      |      |       |   
|----------------------------------- | ------------------ | ------------------ | ----- | ----- | ------ | - | ---- | ---- | ----- | -- | ----- | ----- | ----- | - | ---- | ---- | ----- | --
|                                    |                    |                   
|                                    |                    | Three months Ended
|                                    |                    | September 30,     
|                                    |                    |                    |       |      
|                                    |                    | 2000               |       | 1999  |        |  
|                                    |                    |                   
|                                    |                    |                   
|Net revenue (a)                     |                    |                    |       |       |        |   |      |      |       |    |       |       |       |   |      |     
|                                    | Original Equipment |                    | $     | 5,611 |        |   |      | 53.9 | %     |    | $     | 5,360 |       |   |      | 58.3 | %    
|                                    | Aftermarket        |                    |       | 4,804 |        |   |      | 46.1 |       |    |       | 3,834 |       |   |      | 41.7 |      
|                                    |                    |                    |       |       |        |   |      |      |       |    |       |       |       |   |      |     
|                                    |                    | Total net revenue  |       |       | 10,415 |   |      |      | 100.0 |    |       |       | 9,194 |   |      |      | 100.0 |   
|Cost of goods sold (a)              |                    |                    | 7,153 |       |        |   | 68.7 |      |       |    | 5,774 |       |       |   | 62.8 |     
|                                    |                    |                    |       |       |        |   |      |      |       |    |       |       |       |   |      |     
|Gross profit                        |                    |                    | 3,262 |       |        |   | 31.3 |      |       |    | 3,420 |       |       |   | 37.2 |     
|Selling, general and administrative |                    |                    | 2,056 |       |        |   | 19.7 |      |       |    | 1,807 |       |       |   | 19.7 |     
|Research and development expense    |                    |                    | 887   |       |        |   | 8.5  |      |       |    | 953   |       |       |   | 10.4 |     
|Amortization expense (b)            |                    |                    | 1,061 |       |        |   | 10.2 |      |       |    | 1,061 |       |       |   | 11.5 |     
|                                    |                    |                    |       |       |        |   |      |      |       |    |       |       |       |   |      |     
|                                    |                    | Operating loss     |       | $     | (742   | ) |      |      | (7.1  | )% |       | $     | (401  | ) |      |      | (4.4  | )%
|                                    |                    |                    |       |       |        |   |      |      |       |    |       |       |       |   |      |     
|Amortization expense (b)            |                    |                    | 1,061 |       |        |   | 10.2 |      |       |    | 1,061 |       |       |   | 11.5 |     
|Depreciation expense                |                    |                    | 282   |       |        |   | 2.7  |      |       |    | 356   |       |       |   | 3.9  |     
|                                    |                    |                    |       |       |        |   |      |      |       |    |       |       |       |   |      |     
|                                    |                    | EBITDA             |       | $     | 601    |   |      |      | 5.8   | %  |       | $     | 1,016 |   |      |      | 11.0  | % 
|                                    |                    |                    |       |       |        |   |      |      |       |    |       |       |       |   |      |     



|    |                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Contract revenues and cost of goods sold are recognized on a
        percentage completion basis measured by the percentage of costs
        incurred to the estimated total costs of each contract.

|    |                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(b) | Amortization expense excludes the amortization of deferred
        financing costs, which is included with interest expense.

Three months Ended September 30, 2000 compared with
the Three months Ended September 30, 1999

Net revenue for the three months ended September 30, 2000
increased $1,221, or 13.3%, to $10,415 from $9,194 for the three
months ended September 30, 1999. Original Equipment revenue
increased $251, or 4.7%, to $5,611 for the three months ended
September 30, 2000 compared to $5,360 for the three months
ended September 30, 1999. Aftermarket revenue increased
$970, or 25.3% to $4,804 for the three months ended
September 30, 2000 from $3,834 for the three months ended
September 30, 1999. The increase in aftermarket revenue was
primarily the result of an increase in retrofit and tooling
revenue partially offset by a decline in spare parts and
engineering service 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 September 30, 2000, Original Equipment
revenue from foreign customers increased to $4,024 (71.7% of
total Original Equipment revenue) as compared to $3,097 (57.8%
of total Original Equipment revenue) for the three months ended
September 30, 1999. The percentage of aftermarket revenue
from foreign customers increased to 57.9% of total aftermarket
revenue for the three months ended September 30, 2000
compared to 50.7% for the three months ended September 30,
1999. For the three months ended September 30, 2000 and
1999 approximately 21.7% and 15.1%, 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 $158, or 4.6%, to $3,262 for the three
months ended September 30, 2000 as compared to $3,420 for
the three months ended September 30, 1999. The gross margin
decreased to 31.3% from 37.2% due primarily to the current mix
of contracts.

Selling, general and administrative expenses increased $249, or
13.8%, to $2,056 for the three months ended September 30,
2000 as compared to $1,807 for the three months ended
September 30, 1999. This increase was primarily the result
of an increase in marketing expense related to a bi-annual trade
show.

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Research and development expenses decreased $66 or 6.9% to $887
for the three months ended September 30, 2000 as compared
to $953 for the three months ended September 30, 1999 as a
result of decreases in utility usage and depreciation.

Operating loss increased $341 to $742 for the three months ended
September 30, 2000 as compared to $401 for the three months
ended September 30, 1999. Operating loss, as a percentage
of revenue was 7.1% for the three months ended
September 30, 2000 and 4.4% for the three months ended
September 30, 2000. The increase in operating loss was the
result of the decline in gross profit as well as the increase in
selling, general and administrative expenses.

No income tax expense or benefit has been provided in the three
months ended September 30, 2000 and 1999 due to the
recorded loss and the uncertainty related to the future
realization of such amounts.

Net loss was $3,133 for the three months ended
September 30, 2000 compared to a net loss of $2,778 for the
three months ended September 30, 1999. The net loss was the
result of the increase in operating loss.

EBITDA, which is defined as operating profit plus depreciation
and amortization, was $601 for the three months ended
September 30, 2000 compared to $1,016 for the three months
ended September 30, 1999. The decrease in EBITDA was the
result of the increase in operating loss.

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 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
September 30, 2000, the Company had no outstanding
borrowings, $1,162 in secured standby letters of credit and the
borrowing base was $7,000. The Company believes it is in
material compliance with all covenants in the Senior Notes and
Credit Facility as amended.

Net cash provided by operating activities can vary significantly
from quarter to quarter due to the number of new system signings
and the amount and timing of new system payments. In most
instances, progress payments on new system orders are invoiced
or received in advance of revenue recognition. When progress
payments are invoiced or received in advance of such revenue
recognition, the Company increases current liabilities
represented by its billings in excess of costs and estimated
earnings on uncompleted contracts. When the revenue is earned,
the Company recognizes the revenue and reduces the billings in
excess of costs and estimated earnings on uncompleted contract
balances. Net cash used in operating activities for the three
months ended September 30, 2000 was $4,323 whereas for the
three months ended September 30, 1999, net cash used in
operating activities was $4,558. This decrease in net cash used
in operating activities for the three months ended
September 30, 2000 was due in part to the timing of
payments for new system signings.

The Company has a backlog (on a percentage of completion basis)
at September 30, 2000 of $29,358 as compared to $17,394 at
June 30, 2000. The Company expects to complete a
substantial majority of this backlog within the next
12 months. Signings for the three months ended
September 30, 2000 were $22,595 compared to $20,017 for the
three months ended September 30, 1999. The mix of signings
by type and breakdown by and geographic region for the first
quarter of fiscal 2001 compared to the first quarter of fiscal
2000 is as follows:



| |   |                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Automotive signings, as a percentage of total signings,
        increased to 92% for the first quarter of 2001 compared to 79%
        for the first quarter of 2000. Architectural signings, as a
        percentage of total signings, decreased to 8% for the first
        quarter of 2001 compared to 21% for the first quarter of 2000.

10



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 11% for the first quarter of fiscal 2001 compared
        to 50% for the first quarter of fiscal 2000. Signings in Europe
        decreased to 9% for the first quarter of fiscal 2001 compared to
        48% for the first quarter of fiscal 2000. Signings in the
        Asia-Pacific region increased to 80% for the first quarter of
        fiscal 2001 compared to 2% for the first quarter of fiscal 2000.

Capital expenditures, including demonstration furnaces
classified as fixed assets, were $34 for the three months ended
September 30, 2000 and $17 for the three months ended
September 30, 1999. Future capital expenditures, excluding
demonstration furnaces, used to replace or improve operating
equipment and facilities are estimated to be less than $1,300
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 $46,559 and $43,372,
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
2000 and 1999, management believes that internally generated
funds, together with amounts available under the Credit
Facility, will be sufficient to satisfy the Companys
operating cash and capital expenditure requirements, make
required payments under the Credit Facility and make scheduled
interest payments on the Senior Notes. However, the ability of
the Company to satisfy its obligations will ultimately be
dependent upon the Companys future operating and financial
performance, including increasing contract signings, and upon
its ability to renew or refinance borrowings or to raise
additional equity capital as necessary. The Companys
business is subject to rapid fluctuations due to changes in the
world markets for the end products produced by its equipment
(largely in the cyclical markets of automobiles and
construction), currency fluctuations, the local economies of
those countries where users and potential users of the
Companys equipment are located, geopolitical events and
other macroeconomic forces largely beyond the ability of the
Company to predict or control. Except as discussed below,
management is not currently aware of any trends, demands,
commitments or uncertainties which will or which are reasonably
likely to result in a material change in the Companys
liquidity.

During fiscal 1999, 2000, and for the three months ended
September 30, 2000 approximately 28.1%, 11.8%, and 21.7% of
the Companys net revenue was derived from sales of
products to customers located in the Asia-Pacific region
(Australia, China, Indonesia, Japan, Malaysia, New Zealand,
Pakistan, the Philippines, Singapore, South Korea, Taiwan, and
Thailand).

The Company has experienced a recent increase in quoting
activity and contract signings for the Asia-Pacific region.
However, it is not possible to predict with certainty the timing
of contract signings or geographic areas into which equipment
will be delivered in fiscal 2001. The Company will continue to
monitor the situation in the Asia-Pacific region.
Notwithstanding the current economic conditions in the
Asia-Pacific region, the Company believes that given world
demographics and long term economic trends, the Asia-Pacific
region will continue to represent a significant market for the
Companys products and it intends to continue its presence
in this area.




ITEM 3.  MARKET RISK EXPOSURES

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

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##### Table of Contents






PART II  OTHER INFORMATION




ITEM 1.  LEGAL PROCEEDINGS

The Company is subject to legal proceedings and claims that
arise from time to time in the ordinary course of its business.
Management believes that the amount of any ultimate liability
with respect to these actions will not have a material adverse
effect on the financial condition or results of operations 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                                                                                                                    
|4.1(a)    |  | Indenture (including form of Note)                                                                                                           
|4.2(a)    |  | First Supplemental Indenture                                                                                                                 
|10.1(a)   |  | Financing and Security Agreement between Bank of America, N.A.
        (f/k/a NationsBank, N.A.) and the Registrant                          
|10.1.1(b) |  | Second Amendment to Financing and Security Agreement between
        Bank of America, N.A. (f/k/a NationsBank N.A.) and the Registrant       
|10.1.2(c) |  | Third Amendment to Financing and Security Agreement between Bank
        of America, N.A. (f/k/a NationsBank N.A.) and the Registrant        
|10.1.3(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                                                                                                                       
|10.3(a)   |  | Warehouse Lease                                                                                                                              
|10.4(a)   |  | Advisory Agreement between the Registrant and Key Equity Capital
        Corporation                                                         
|10.5(a)   |  | Form of Exchange Agent Agreement between United States Trust
        Company of New York and the Registrant                                  
|10.6(a)   |  | Employment Agreement among Glasstech Holding Co., the Registrant
        and John S. Baxter                                                  
|10.7(a)   |  | Employment Agreement among Glasstech Holding Co., the Registrant
        and Mark D. Christman                                               
|10.8(a)   |  | Employment Agreement among Glasstech Holding Co., the Registrant
        and Larry E. Elliott                                                
|10.9(a)   |  | Employment Agreement among Glasstech Holding Co., the Registrant
        and Ronald A. McMaster                                              
|10.10(a)  |  | Employment Agreement among Glasstech Holding Co., the Registrant
        and James P. Schnabel, Jr.                                          
|10.11(a)  |  | Employment Agreement among Glasstech Holding Co., the Registrant
        and Diane S. Tymiak                                                 
|10.12(a)  |  | Employment Agreement among Glasstech Holding Co., the Registrant
        and Kenneth H. Wetmore                                              
|10.13(a)  |  | Securities Purchase Agreement between the Registrant, as
        successor to Glasstech Sub Co., and CIBC Wood Gundy Securities
        Corp.
|10.14(a)  |  | Registration Rights Agreement between the Registrant, as
        successor to Glasstech Sub Co., and CIBC Wood Gundy Securities
        Corp.
|27.1(d)   |  | Financial Data Schedule                                                                                                                      



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

|    |                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------
|(b) | Incorporated by reference from the Companys Quarterly
        Report on Form 10-Q 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) | Filed herewith.

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

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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

|                        |  |                                                                                                            
|----------------------- |  | -----------------------------------------------------------------------------------------------------------
|                        |  | GLASSTECH, INC., a Delaware Corporation                                                                    
|                       
|Date: November 13, 2000 |  | /s/ Mark D. Christman                                                                                      
|                        |  |                                                                                                            
|                        |  | Mark D. ChristmanPresident and Chief Executive Officer                                                     
|                       
|Date: November 13, 2000 |  | /s/ Diane S. Tymiak                                                                                        
|                        |  |                                                                                                            
|                        |  | Diane S. TymiakVice President, Treasurer and Chief Financial Officer
        (Principal Accounting Officer)

13