SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999

                                      OR

[ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER: 0-1298

                       ADVANCED TECHNICAL PRODUCTS, INC.
            (Exact name of registrant as specified in its charter)

              DELAWARE                                 11-1581582
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)                Identification No.)

                         200 MANSELL CT. EAST, SUITE 505
                             ROSWELL, GEORGIA 30076
               (Address of principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:    (770) 993-0291
                                                   ------------------

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

        TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH REGISTERED
    Common Stock, $0.01 par value            Nasdaq / National Market System

   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 [ ] No [X]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.              [ ]

   The aggregate market value of the voting stock held by non-affiliates of the
registrant on May 19, 2000 was $20,436,496 (3,987,609 shares at $5.125 per
share, the closing price of the registrant's common stock on the Nasdaq National
Market on May 19, 2000). As of that date, 5,325,583 shares of the Company's
Common Stock were outstanding.
<PAGE>
                                     PART I

ITEM 1.     BUSINESS

GENERAL

   Advanced Technical Products, Inc. ("ATP" or the "Company") is a Delaware
corporation that manufactures a variety of products in the following principal
business segments: (i) Aerospace and Defense, (ii) Commercial Composites, (iii)
Structural Core Materials and (iv) Other Commercial Products. Such products are
manufactured through five business units, Marion Composites, Intellitec, Lincoln
Composites, Alcore and Lunn Industries. The Aerospace and Defense segment
designs, develops and manufactures advanced composite material products,
including radomes, aircraft components, missile and satellite composite
structures, engine components, rocket motor cases, pressure vessels, relocatable
shelters, missile launch tubes, torque shafts and fuel tanks, as well as a wide
range of integrated defense systems including electro-optical systems, chemical
detection systems, ordnance delivery systems and light-weight camouflage
systems. The Commercial Composites segment produces natural gas vehicle ("NGV")
fuel tanks, products used in the exploration and production of oil and gas and
other composite-based commercial products. The Structural Core Materials segment
produces aluminum honeycomb products used by the aerospace and defense
industries as well as industrial, transportation and construction customers. The
Other Commercial Products segment primarily consists of a manufacturer of
electrical power switching products for specialty vehicles including
recreational vehicles, motor homes, conversion vans, over-the-road trucks and
leisure boats. See Note 4 to the Consolidated Financial Statements of the
Company for a summary of selected financial data of each reportable business
segment.

   On October 31, 1997, TPG Holdings, Inc., a Delaware corporation ("TPG"),
merged with Lunn Industries, Inc., a Delaware corporation ("Lunn"), under the
name "Advanced Technical Products, Inc." Lunn was originally incorporated in New
York in 1948 and was reincorporated in Delaware in 1987. TPG was formed in 1995
to acquire the business and assets of three operating units of the Brunswick
Technical Group (the "Brunswick Business"), which was completed on April 28,
1995.

   On May 29, 1998, ATP acquired all of the capital stock of Brigantine SA, a
manufacturer of honeycomb products and engineered panels located in France. The
acquired company, renamed Alcore Brigantine, operates as a subsidiary of Alcore,
Inc., a division of the Company. The acquisition has expanded the Company's
access to the European aerospace and commercial markets.

AEROSPACE AND DEFENSE SEGMENT

   COMPOSITE BASED PRODUCTS

   RADOMES. One of ATP's principal products is high-performance radomes. A
radome is the housing, usually made of composite materials, that shelters the
antenna assembly of a radar set on an airplane, rocket or missile. Management
believes that ATP has approximately a 75% share of the domestic high-performance
radome market and is the sole supplier of radomes for aircraft such as the EA6B,
AV-8B, B-1, B-1B, C-5B, C-17, F-4, F-5, F-14, F-15, F-16 and the F/A-18.
Additionally, ATP owns ceramic radome manufacturing technology which enables it
to manufacture high temperature, high performance radomes for interceptor
missile applications. Management believes that ATP has been the sole supplier of
Patriot Missile radomes for the past 12 years.

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   Sales of radomes for each of 1999, 1998 and 1997 constituted 9.0%, 7.8% and
16.7%, respectively, of the total consolidated revenues of ATP.

   AIRCRAFT COMPONENTS. ATP manufactures composite materials and products for
aerospace and defense applications and is a leading manufacturer of advanced
composite aircraft structures. ATP currently fabricates flap assemblies,
winglets and landing gear doors for the C-17. Management believes the C-17 is a
high-priority program for the U.S. Air Force and that the production of these
C-17 components will provide a stable stream of revenue for ATP for the
foreseeable future.

   ATP also manufactures composite-based canopies, fuel tanks, wing and floor
panels, fairings and other aircraft components. ATP has participated in
developmental projects that include the successful application of radar
absorbing materials and structures, frequency selective surfaces and low
observable applications.

   ATP's program to supply flap track fairings to The Aerostructures Corporation
is currently in production, and over 50 shipsets have been delivered. These
parts are installed on the Airbus A330 and A340 aircraft. This "life of the
program" contract is anticipated to cover approximately 500 aircraft.

   In February 1998, ATP entered into a long-term production alliance with GE
Aircraft Engines pursuant to which ATP is manufacturing a composite inlet device
for the GE F414-400 turbofan engine to be used in the U.S. Navy's newest
fighter, the F/A-18E/F "Super Hornet." In June 1998, GE placed an order with an
estimated value of $65 million over five years as the initial step in the GE-ATP
alliance. ATP has been delivering product under the order since late 1998.

   Sales of aircraft components for each of 1999, 1998 and 1997 constituted
19.6%, 16.2% and 8.8%, respectively, of the total consolidated revenues of ATP.

   ROCKET MOTOR CASES. ATP manufactures a variety of rocket motor cases used in
solid propellant propulsion systems that are incorporated into strategic
(long-range) and tactical missile systems as well as orbiting commercial
satellites and deep-space penetration spacecraft. ATP manufactures rocket motor
cases for use in strategic missiles such as the D-5 Trident II, as well as for
tactical missile systems such as the PAC-3 Anti-Missile missile. ATP also
manufactures the ORBUS-21D rocket motor case, which is used in conjunction with
the space shuttle and other unmanned launch vehicles to place satellites into
Earth's orbit, and is also used on deep space missions.

   PRESSURE VESSELS. ATP produces filament wound pressure vessels that are used
predominantly in aircraft, launch vehicles and space applications where weight
minimization is critical. These high-performance pressure vessels are typically
used as a storage container for pressurized helium, nitrogen, xenon and other
gases which are used in critical system applications, including emergency power,
crew capsule impact and flotation, maneuvering, environmental, fuel feed and
purge systems. ATP has been a leader in the integration of filament winding
technology in combination with metal liners that results in vessels that meet or
exceed structural requirements. A number of existing pressure vessel
configurations are currently qualified by prime contractors and the military.
This qualification minimizes competition for follow-on orders and provides a
variety of products that can be offered for new applications with minimal
capital investment and production lead time.

   FUEL TANKS. External fuel tanks are used by the military to provide aircraft
with additional operating range. The military requires all-composite external
fuel tanks because they offer a significant weight advantage and improved crash
survivability, greater safety in a fire, and improved gunfire protection.
Management believes that ATP is currently the only qualified producer of the
tank liner for the 230-Gallon AH-64/UH-60 Fuel Tank, which is used by the U.S.
Army. In October 1998, ATP received a contract for the production of the
480-gallon external fuel tanks for the F/A-18E/F. Deliveries extend through 2001
under the current contract.

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   VEHICLE/MISSILE STRUCTURES. ATP's vehicle/missile structure product line
includes composite products used for various structural applications such as
launch vehicles, space, marine and aircraft applications. Products more recently
included in this product line are missile warheads, radar housings, missile
structures, aircraft and missile control surfaces and aircraft engine ducts.
These structures must be light weight and have excellent structural properties
in order to replace conventional metal products. These projects are usually
obtained from various aerospace and defense companies and government
laboratories that need to develop prototype hardware to demonstrate capabilities
of advanced composites.

   TUBULAR PRODUCTS. ATP's tubular product line includes missile launch tubes
and torque shafts. The primary products in the launch tube line include the
Multiple Launch Rocket System (MLRS) and the launch canister for the submarine
based Tomahawk Missile. While management believes that the MLRS program is
important to the U.S. Army as an effective, low-cost weapon system, the Army has
a large inventory of these missiles, and the funding level for this program
remains low. Composites offer desirable properties for torque shafts for various
aerospace and defense applications and are presently being used in the V-22
Osprey and Boeing Vertol's 234 helicopter. ATP has firm orders for the V-22
Osprey that ATP anticipates delivering in 2002.

   RESIN TRANSFER MOLDING. Resin transfer molding (RTM) is the fabrication of a
composite component formed by pumping resin into a mold containing reinforcement
material. The rough product is then removed from the mold and finished. While
use of this manufacturing process is primarily driven by its lower cost, recent
advances in materials and equipment have helped to make the process a viable
choice for fabricating composite aircraft and military structures. ATP supplies
over 90 parts on the Air Force Air Superiority Fighter, the F-22, and is the
only qualified non-prime supplier of RTM components for the Navy's F/A-18E/F.

   In addition to serving as a supplier to the manufacturers of military
aircraft, ATP is also providing components for commercial aircraft and engine
components, producing over 15,000 jet and turbine engine components annually.
ATP continues to grow this manufacturing process and is expanding into
diversified liquid molding processes, such as Vacuum Assisted Resin Transfer
Molding (VARTM), for a wide variety of applications in support of its aerospace
and defense customer base.

   METAL BONDING. ATP supplies metal bonded products through its Lunn Industries
division. ATP possesses the technology and qualifications required by The Boeing
Company for Phosphoric Acid Anodizing (PAA) and structural bonding to BAC 5555.
This PAA capability allows ATP to service the commercial aircraft market.
Numerous other qualifications allow ATP to provide products and services to the
spaceflight, defense and industrial markets. ATP metal bonded products can be
found in the Boeing 777, 747, 757, 767 and 727 commercial aircraft as well as
numerous defense and satellite applications.

   OTHER DEFENSE SYSTEMS

   CHEMICAL DEFENSE. ATP continues its role as an industry leader in the
Chemical Defense market. In 1999, ATP entered into a unique Partnership
Agreement with the U.S. Army's Soldier and Biological Chemical Command (SBCCOM).
All subsequent contracts awarded by SBCCOM to ATP will include an individually
designed and tailored Partnering Agreement geared toward successful contract
performance and continuous product and process improvement. Management believes
that this agreement is evidence of ATP's strong position in this market and the
confidence developed between the Company and its customer.

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<PAGE>
   ATP is a leader in the remote chemical detection sector, which management
expects to be a growth market for the next several years, based on the latest
U.S. defense budgets. ATP's M21 Remote Chemical Sensing Device was successfully
deployed during the Gulf War, and ATP is currently performing under a contract
to develop the next generation remote sensor, the Joint Services Lightweight
Standoff Chemical Agent Detector (JSLSCAD). The JSLSCAD contract, awarded in
1997, consists of a cost-plus development phase worth slightly over $30 million
over four years, plus options for production units potentially worth over $200
million.

   During 1999, the Company continued production on the Improved Chemical Agent
Monitor (ICAM), a monitoring system designed to detect surface contamination on
a wide variety of objects. Full-scale production of the ICAM is expected to
continue through 2002.

    ATP is also actively involved in the development and production of
collective protection systems. Collective protection systems provide a clean and
over-pressured environment for soldiers to conduct their missions. Management
believes that ATP's collective protection systems, such as the internally
developed Bio-Chem Filter Blower Unit (BFBU), are the collective protection
systems of choice for several of the next generation vehicle systems. ATP is
continuing its production of the M28 Deployable Medical Collective Protection
Equipment (CPE). This product assures a clean environment for field hospital
units for both the U.S. Army and U.S. Air Force. Production of the M28 CPE is
expected to continue through the first half of 2000.

   With the need for lighter weight vehicles in the medium sized brigade, ATP
also has developed the Chemical Agent Filter Unit (CAFU) which has been geared
to meet the needs of this new Army initiative.

   To support the need for an integrated battlespace, ATP was awarded the
production effort for the Multi-Purpose Integrated Chemical Agent Detector
(MICAD) as a subcontractor to Lockheed Martin. This system integrates the data
from a host of detectors and automatically assembles and communicates the
condition of the battlespace. Production began in late 1999 with deliveries
expected to continue through 2001.

   Sales of chemical defense systems and related products for each of 1999, 1998
and 1997 constituted 19.4%, 10.1% and 4.3%, respectively, of the total
consolidated revenues of ATP.

   SHELTERS/SHELTER INTEGRATION. ATP designs, develops and produces mobile
military shelters and has developed leading design and automated production
capabilities for honeycomb as well as foam and beam sandwich panel construction
relocatable shelters. Management believes that most of the shelters in the
inventory of the Department of Defense (DOD) were designed and produced by ATP
or its predecessors. ATP currently produces the Multi-Purpose Maintenance & Shop
Van (MMSV) for Stewart & Stevenson. This foam and beam shelter is mounted on
Stewart & Stevenson's 2 1/2 ton Light Medium Tactical Vehicle (LMTV) currently
being fielded by the U.S. Army.

   In the past year, ATP has broadened its product line with production of the
unique Chemical Biological Protection System Shelter (CBPSS), initial award of
Type III & IV Cargo Bed Covers (CBC), and introduction of the patents pending
Height Reducible Electronic Enclosure (HREE). Designed for mounting on the U.S.
Army's newest 2 1/2 ton truck, management believes that the HREE affords
tremendous improvement in warfighter mobility and logistics.

   Sales of shelters and shelter integration products for each of 1999, 1998 and
1997 constituted 5.8%, 16.2% and 12.2%, respectively, of the total consolidated
revenues of ATP.

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   ORDNANCE. ATP has been the sole manufacturer of the Volcano launcher system.
Customers for this system include the U.S. Army and other defense prime
contractors. The Company's current focus is on support to fielded systems and
the development of alternative applications of this proven delivery system.

    Sales of ordnance delivery system components for each of 1999, 1998 and 1997
constituted 0.3%, 2.0%, and 18.9%, respectively, of the total consolidated
revenues of ATP.

   TACTICAL DECEPTION. ATP is a leading producer of tactical deception products
for the U.S. Armed Forces and other military customers and has delivered
approximately one million modules of U.S. military Lightweight Camouflage Screen
Systems (LCSS). In 1999, the Company continued production of LCSS for the U.S.
Army Communications Electronics Command. This production is expected to continue
through mid-year 2000.

COMMERCIAL COMPOSITES SEGMENT

   NATURAL GAS VEHICLE FUEL TANKS

   ATP continues to maintain the dominant market share in the delivery of
all-composite fuel tanks that contain compressed natural gas for use as a
vehicle fuel. In 1999, the Company delivered its 30,000th NGV tank. The demand
for NGVs in North America continues to be driven by the public's demand for
replacement of diesel buses and their pollution rich exhaust fumes, and federal
legislation which provides incentives or tax credits for the use of alternative
fueled vehicles. Increased emphasis on reducing the country's dependence on
foreign oil imports and increasing fuel prices continue to associate national
security and economic benefits with greater use of domestic natural gas. Primary
customers include original equipment manufacturers (OEMs) that design and build
light duty sedans, transit buses, school buses and high fuel use fleet vehicles.
Other customers include vehicle up-fitters or modifiers who install natural gas
fueling and storage components to existing vehicles. ATP performs particularly
valuable custom design work to allow ease of tank installation and mounting
provisions. The Company believes that its background in aerospace projects
provides the foundation for the successful design, development and production of
fuel storage systems (versus tanks alone) that can contain natural gas or
hydrogen in a fashion that couples very high reliability with light weight. The
international market continues to offer increased revenue potential. In 1999,
the Company delivered products for natural gas vehicles used throughout North
America. Products were also delivered to customers in Japan, Mexico, Europe and
some developing countries.

   OIL AND GAS EXPLORATION PRODUCTS

   Current deepwater oil completion and production technology utilizes heavy
steel riser systems that require expensive tensioning and buoyancy systems, and
whose designs are often governed by fatigue considerations. Composite marine
risers provide advantages over conventional steel risers because composite
materials are lighter weight, more fatigue and corrosion resistant, better
thermal insulators and can be designed for improved structural and mechanical
performance. Overall, production platform cost reductions are possible as a
result of the lower weight and greater compliance of composite risers, along
with improvements in system reliability. ATP is currently completing the
development of a composite rigid riser for use in deepwater oil production in
partnership with Shell, Conoco and Amoco. Related technology is also being
applied to drilling risers and high pressure auxiliary lines.

   ATP applied the NGV all-composite tank technology to develop an accumulator
tank for the Production Riser Tensioning system on off-shore platforms. There
are as many as four accumulators per well, and the new platforms have in excess
of 25 wells per platform. The all-composite accumulator is lighter weight,
non-corrosive and competitively priced with all-steel accumulators. The ATP
accumulator meets ASME Code X and management believes that currently there is
not a qualified competitor for this product. These accumulators offer some
significant advantages for the platform, and, as a result, the related revenue
is expected to increase significantly over the next several years.

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STRUCTURAL CORE MATERIALS SEGMENT

   ATP manufactures aluminum and non-metallic honeycomb products through its
Alcore division for use in the aerospace and aircraft industries. Aluminum
honeycomb is a lightweight cellular material composed of hexagonal cells. The
most prominent characteristics of aluminum honeycomb products are high
strength-to-weight ratios, fatigue resistance, energy absorption, sound
dampening, heat exchange, radio frequency shielding, machinability, airflow
directionalization and corrosion resistance. Among Alcore's line of products is
PAA-CORE(R), a phosphoric acid anodized honeycomb product. PAA-CORE(R)
(TRADEMARK), qualified to Boeing specifications as BMS 4-4 and 4-6, has recently
been designated as the material of choice for all new metal bonded structures at
The Boeing Company, and management believes it is becoming the material of
choice of other commercial and military aircraft industries.

   Since 1994, Alcore has expanded beyond the aerospace market into a number of
non-aerospace markets. Applications for high performance, low cost commercial
products have been developed for manufacturers of "clean rooms" for computer
chip manufacturing and bio-medical research centers, laminated panels for luxury
cruise ship cabins and numerous architectural uses. Alcore's honeycomb products
are utilized by manufacturers of rail car doors for municipal transit systems,
and, due to unique crush characteristics and energy absorbing qualities, by the
nuclear and energy absorption industries. The acquisition of Alcore Brigantine
SA, the Company's French subsidiary, has increased Alcore's participation in the
commercial and aerospace markets in the European Community.

   Sales of honeycomb products for each of 1999, 1998 and 1997 constituted
10.9%, 13.7% and 2.1%, respectively, of the total consolidated revenues of ATP.
These include revenues reported subsequent to the date of the acquisition of
Alcore (October 31, 1997) and Alcore Brigantine SA (May 29, 1998).

OTHER COMMERCIAL PRODUCTS SEGMENT

   The Company's specialty vehicle electronics group is engaged in the design
and manufacture of electronic products for the specialty vehicle market that are
primarily used to distribute and control electrical power throughout the
vehicle. This market includes recreational vehicles (RVs), conversion vans,
trucks, buses, boats and other vehicles. Currently, ATP sells approximately 250
different products, most of which have been introduced to meet a customer's
request to solve a particular problem.

   ATP's products fall into three main categories: battery run-down protection
and charging, power switching and control, and 120 volt AC power management.
Many of the battery run-down protection and charging products are centered
around ATP's patented disconnect relay. The power switching and distribution
products center on ATP's unique patented multiplex system. ATP's patented 120
volt AC power management products are used in RVs to minimize the overloading of
circuit breakers. Management believes that all major motor home OEM's and all
but one of the major van converters currently utilize ATP's electrical products.

   ATP is currently directing efforts at increasing its market penetration into
the truck, bus and marine industries and increasing sales to major vehicle fleet
operators. During 1998, ATP entered into an agreement with Waltco Truck
Equipment Co., one of the world's largest manufacturers of lift gates, to be
their exclusive source of electronic and electrical components. The initial
products include a unique weatherproof "Super Switch", and a controller to
prevent damage to the electro-hydraulic pump motor caused by overuse of the lift
gate. Also, ATP supplies unique energy management systems to Fleetwood
Enterprises and to Winnebago Industries, the two largest manufacturers of motor
homes. Management believes that approximately half of all motor homes built are
now installed with ATP's energy management systems.

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   The Company supplies its Programmable Multiplex Control (PMC) for production
buses to Marshall Bus in the United Kingdom. Prototype buses using this system
have been built in the U.S. and are currently being road tested. The PMC, a new
system that simplifies wiring in transportation and commuter buses worldwide, is
the world's first user programmable multiplex system intended for use in
vehicles. A patent on this system has been issued. The system is also suitable
for other specialty vehicles, such as emergency and maintenance equipment.

   During 1999, the Company signed an exclusive agreement with Horton Ambulance,
a premier emergency vehicle builder, to supply electronics for all Horton
emergency vehicles. Production started in the beginning of 2000. The Company
also continued to make major inroads to the fleet market by supplying its
battery run-down protection for use on all new Federal Express trucks being
built.

COMPETITION AND MARKETS

   ATP competes with many manufacturers that, depending on the product involved,
range from large diversified enterprises to smaller companies specializing in
particular products. Management believes that factors that affect ATP's
competitive posture are the quality of products and services, the ability to
employ certain technologies and pricing strategies. ATP competes by defining and
understanding customer and market needs, using its technology base to develop
new product applications that meet those needs, communicating and demonstrating
the technical advantage of its products and building long-term relationships
with its customers.

   There are many companies that compete with ATP in the aerospace and defense
industry. While ATP's management believes that it has an approximate 75% share
of the domestic high-performance radome market and is a leading supplier of
radomes in the domestic and international markets, ATP competes with a number of
other companies in the production of composite based products used in the
aerospace and defense industries. Also, ATP believes it is a leader in the
design and production of chemical detection equipment. While ATP's market share
varies with respect to its other aerospace and defense products such as rocket
motor cases, fuel tanks and pressure vessels, ATP overall has only a minor share
of the total aerospace and defense markets.

   Some of ATP's commercial products are highly specialized and face less
competition in their respective markets. ATP's management believes that ATP has
approximately 90% of the NGV all-composite fuel tank market and is a leading
supplier of battery run-down protection and the power switching and control
devices for the motor home and van conversion OEM markets. Additionally, while
there are numerous producers of standard drill pipe and casing and fiberglass
tubulars, management believes that ATP has a leading position in the application
of advanced composites in the oil and gas industry.

MARKETING AND CUSTOMERS

   ATP markets its aerospace and defense products directly to its customers
through its sales force, active membership in various industry groups, and by
participation in industry trade shows. ATP's aerospace and defense products are
sold primarily to agencies of the United States government and to commercial
customers in the aerospace industry. In 1999, sales to the United States
government either directly or by subcontract constituted 62% of ATP's total
consolidated revenue. Major customers include

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The Boeing Company and Lockheed Martin Corporation. Combined aerospace component
sales to these customers, most of which are included above as United States
government sales by subcontract, represented approximately 24% of ATP's total
consolidated revenues during 1999. ATP's aerospace and defense products are
generally designed and developed to customer specifications.

   ATP markets and sells NGV fuel tanks and specialty vehicle electronics
primarily to vehicle manufacturers. ATP sells a significant majority of its
specialty vehicle products to a few major customers, the loss of any of which
would have an adverse impact on ATP's specialty vehicle products group.

   In the commercial composites business, it is necessary to carry a reasonable
raw material and finished goods inventory to allow for a rapid customer
response. The average days sales outstanding of accounts receivable for the
commercial products run somewhat longer than for comparable aerospace and
defense products. Also, there is a greater risk of bad debt associated with
commercial products.

   The Company provides warranties on products for material and workmanship
based on standard industry practice. Though ATP has endeavored to design an
extremely safe and durable product, the NGV tank and production riser have a
potential for greater product liability than standard aerospace and defense
products. ATP believes that it has adequate product liability insurance to
offset these risks.

PATENTS

   ATP owns numerous patents and patent applications, some of which, together
with licenses under patents owned by others, are utilized in its operations.
While such patents and licenses are, in the aggregate, important to the
operation of ATP's business, no existing patent, license or other similar
intellectual property right is of such importance that its loss or termination
would, in the opinion of management, materially affect ATP's business.

BACKLOG

   ATP's total backlog of contracts as of December 31, 1999 was approximately
$591 million as compared to approximately $585 million as of December 31, 1998.
These backlogs include options or unreleased orders of approximately $433
million in 1999 and $394 million in 1998. The backlog predominantly relates to
the aerospace and defense segment.

GOVERNMENT CONTRACTS

   Because the United States government is a primary customer, ATP's revenues
are directly affected by the government's budget process, and inadequate funding
of the operation and maintenance portion of the DOD budget or a reduction in the
budgeted amount for certain programs could have an adverse impact on the revenue
of ATP. All government contracts, and, in general, subcontracts thereunder are
subject to termination in whole or in part at the convenience of the United
States government as well as for default. Long-term government contracts and
related orders are subject to cancellation if appropriations for subsequent
performance periods become unavailable. However, with respect to most contracts
involving the military, ATP would be entitled to receive cancellation payments
upon cancellation of such contracts.

RAW MATERIALS AND SUPPLIES

   Raw materials essential to the conduct of all of ATP's business segments
generally are available at competitive prices. To date, ATP has not experienced
significant difficulties in its ability to obtain raw materials and other
supplies needed in its manufacturing processes, nor does ATP expect such
difficulties

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to arise in the future. ATP ordinarily acquires components and materials through
purchase orders typically covering ATP's requirements for periods averaging 90
to 120 days.

RESEARCH AND DEVELOPMENT

   Excluding costs reimbursed under federally funded research and development
contracts, ATP has spent $808,000, $864,000 and $1,063,000 for each of 1999,
1998 and 1997, respectively, on research and development. The research and
development expenses predominantly relate to the aerospace and defense segment.

SEASONALITY

   The United States government's fiscal year begins on October 1, and contracts
and options on contracts are generally awarded just prior to its year end. The
lead time to perform the necessary design work, procure materials and begin
production is generally several months, and this can create a period of low
production, revenue and profits in the first half of each fiscal year of ATP.
See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations."

FOREIGN OPERATIONS

   Sales to customers outside the United States totaled approximately 11.5%,
13.6% and 7.1% of ATP's total revenues for each of 1999, 1998 and 1997,
respectively. See Note 4 to the Consolidated Financial Statements of the Company
for additional disclosure of geographical financial data.

ENVIRONMENTAL REGULATION

   ATP's operations are subject to numerous local, state and federal laws and
regulations concerning the containment and disposal of hazardous materials,
pursuant to which ATP has incurred compliance costs. Such costs to date have not
been material. As described in greater detail under "Item 3. Legal Proceedings",
ATP has received notice that its Lunn Industries operation has been identified
as a potentially responsible party for certain environmental cleanup expenses
associated with a municipal Landfill in Babylon, New York. ATP at present cannot
predict with precision what exposure it may face in this matter, but, otherwise
does not presently anticipate the need for significant expenditures to ensure
continued compliance with current environmental protection laws. Regulations in
this area are subject to change and there can be no assurance that future laws
or regulations will not have a material adverse effect on ATP.

EMPLOYEES

   At December 31, 1999, ATP had 1,610 employees. Approximately 37% of ATP's
employees are covered by four separate collective bargaining agreements with
various international and local unions. ATP's management considers employee
relations generally to be good and believes that the probability is remote that
renegotiating these contracts will have a material adverse effect on its
business.

                                       10
<PAGE>
ITEM 2.     PROPERTIES

   ATP's principal executive offices are located in Roswell, Georgia. ATP
maintains various facilities nationwide and considers all of its facilities to
be in relatively good operating condition and adequate for their present uses.
ATP believes that it has sufficient capacity to meet its current and anticipated
manufacturing requirements. The following table sets forth ATP's principal
manufacturing plants:

                                                         APPROXIMATE    LEASED
                                                           SQUARE         OR
                                                           FOOTAGE       OWNED
                                                         -----------   ---------
Marion Composites Division:
   Marion, Virginia ..................................     1,019,000       Owned

Intellitec Division:
   Deland, Florida ...................................       353,000       Owned

Lincoln Composites Division:
   Lincoln, Nebraska .................................       226,000       Owned
   Lincoln, Nebraska .................................       126,000      Leased

Lunn Industries Division:
   Glen Cove, New York ...............................        93,000      Leased

Alcore Division:
   Belcamp, Maryland .................................        90,000       Owned
   Edgewood, Maryland ................................       110,000      Leased
   Anglet, France ....................................        70,000      Leased

   The manufacturing facilities of the Marion Composites Division and the Lunn
Industries Division are used exclusively in connection with ATP's aerospace and
defense segments. While predominantly used in connection with ATP's aerospace
and defense segments, the facilities of the Intellitec Division and the Lincoln
Composites Division are used to some extent in connection with ATP's commercial
segments. The Alcore Division facilities are used exclusively in connection with
ATP's structural core materials segment.

   ATP pays approximately $1,110,000 in annual rental expense with respect to
its principal leased facilities, of which approximately $295,000 relates to
facilities in Lincoln, Nebraska, $275,000 relates to facilities in Glen Cove,
New York, $480,000 relates to facilities in Edgewood, Maryland and $60,000
relates to facilities in Anglet, France. ATP earns approximately $250,000 in
rental income on certain of its Deland, Florida facilities.

   Leases covering ATP's leased facilities expire at varying dates generally
within the next 15 years. ATP anticipates no difficulty in either retaining
occupancy through lease renewals, month-to-month occupancy or purchases of
leased facilities, or replacing the leased facilities with equivalent
facilities.

   During the first quarter of 1998, the Company entered into a ten year lease
agreement for a facility located in Edgewood, Maryland, into which the existing
Jessup, Maryland operation is being moved. The Company has subleased part of the
Jessup facility and anticipates subleasing the entire facility once it has
completely vacated the premises. Management has estimated the amount of its
remaining lease obligation costs in excess of anticipated future sublease income
to be $425,000 at December 31, 1999, and has recorded such amount as general and
administrative expenses in 1999.

                                      11
<PAGE>
ITEM 3.     LEGAL PROCEEDINGS

   As of December 31, 1999, Lunn Industries, Inc., a division of the Company, in
conjunction with numerous other parties, has been identified as a potentially
responsible party (PRP) at an inactive site in Babylon, New York identified by
the New York State Department of Environmental Conservation for remediation
under the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980 (CERCLA). As a PRP, the Company may be required to pay a portion of the
costs of evaluation and cleanup of this site. Lawsuits and claims involving
additional environmental matters may arise from time to time. The New York
Attorney General's investigation of the inactive CERCLA site in Babylon, New
York is in a very preliminary stage, and as a result, management has based its
assessment of potential liability and remediation costs on currently available
facts, the number of PRPs identified, documentation available, currently
anticipated and reasonably identifiable remediation costs, existing technology,
presently enacted laws and regulations and other factors. While the Company may
have rights of contribution or reimbursement under insurance policies, such
issues are not factors in management's estimation of liability. Based on the
foregoing factors, management believes that it is unlikely that the identified
matter at the inactive Babylon, New York site will have a material adverse
affect on the Company's consolidated financial position, results of operations
or cash flows.

   During January 2000, the Company learned of possible accounting and financial
reporting irregularities at its subsidiary, Alcore, when certain financial
records were seized in connection with a search warrant issued by the United
States District Court - District of Maryland as part of a governmental
investigation. Additionally, the Company has been notified of an investigation
by the United States Securities and Exchange Commission regarding these matters.
The Company and management are cooperating fully, and because the investigations
are in the early stages, their outcomes are uncertain at this time.

   ATP is not a party to any other legal proceedings, other than routine claims
and lawsuits arising in the ordinary course of its business. ATP does not
believe that such claims and lawsuits, individually or in the aggregate, will
have a material adverse effect on the Company's consolidated financial position,
results of operations or cash flows. Compliance with federal, state, local and
foreign laws and regulations pertaining to the discharge of materials into the
environment, or otherwise relating to the protection of the environment, has not
had, and is not anticipated to have, a material effect upon the cash flows,
earnings or competitive position of ATP.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On October 21, 1999, at the Annual Meeting of the Company's shareholders,
the Company's shareholders approved an Agreement and Plan of Merger, dated
September 3, 1999, between the Company and two affiliates of The Veritas Capital
Fund, LP ("Veritas"): ATP Acquisition Corp. and ATP Holding Corp. (the
"September Merger Agreement"), which contemplated ATP Holding Corp's acquisition
of the Company. A total of 4,430,450, or 85.1% of the outstanding shares of the
Company's common stock outstanding at the time of the Annual Meeting, voted in
favor of approval of this Agreement, 30,863 voted against approval and 1,438
abstained.

      The September Merger Agreement specified that the shareholders of the
Company would receive $14.50 per share in cash without interest. Due to certain
developments which occurred at the Company since October 21, 1999, the parties
mutually agreed to terminate the September Merger Agreement without liability to
any of the parties. These developments included: (i) the decrease in the
Company's revenues and earnings due primarily to the decrease in revenues and
earnings at Alcore in the fourth

                                       12
<PAGE>
quarter of 1999, (ii) the Company's receipt of notification that it may be
deemed a potentially responsible party for some portion of the cleanup costs
associated under applicable environmental statutes with the municipal landfill
site in Babylon, New York and (iii) the pending governmental investigation into
Alcore. On January 28, 2000, ATP entered into a new merger agreement with
Veritas (the "January 2000 Merger Agreement") pursuant to which, if such January
2000 Merger Agreement was approved by the Company's shareholders and
consummated, the shareholders of the Company would receive $12.75 per share in
cash, without interest. The January 2000 Merger Agreement gives Veritas the
right to terminate the merger at any time during a ten day period (the "Optional
Termination Period") after delivery of the audited financial statements of ATP
for the year ended December 31, 1999 (the "Audited Financials"). ATP delivered
the Audited Financials together with updated disclosures regarding the Company
and its business to representatives of Veritas on May 18, 2000. If Veritas
terminates the merger during the Optional Termination Period, the Company must
reimburse Veritas for its expenses incurred in connection with the proposed
transaction up to a maximum amount of $750,000. If Veritas does not terminate
the agreement during the Optional Termination Period, it will be obligated to
pay ATP a cash amount of $3,000,000 if Veritas does not obtain financing and
close the transaction on or before the earlier of ten days after the approval of
the new merger agreement by ATP's shareholders or June 30, 2000. There can be no
assurance that the proposed transaction will be completed.

      At the Annual Meeting, the Company's shareholders also ratified the 1998
Advanced Technical Products, Inc. Employee Stock Purchase Plan. A total of
4,341,483 or 97.3.% of the shares of the Company's common stock present in
person or represented by proxy at the Annual Meeting, voted in favor of
ratification, 110,791 voted against ratification and 10,477 abstained.

      At the Annual Meeting, the Company's shareholders also elected Messrs.
Garrett L. Dominy and Sam P. Douglass as Class II Directors. A total of
4,926,065, or 99.6% of the shares of the Company's common stock present in
person or represented by proxy at the Annual Meeting, voted in favor of the
election of Mr. Dominy, and 19,039 withheld, and 4,925,949, or 99.6% of the
shares of the Company's common stock present in person or represented by proxy
at the Annual Meeting, voted in favor of the election of Mr. Douglass, and
19,155 withheld.

      Messrs. Alan W. Baldwin's, Robert C. Sigrist's and Lawrence E. Wesneski's
terms of office as Class I Directors continued after the Annual Meeting. Messrs.
James S. Carter's, Gary L. Forbes' and John M. Simon's terms of office as Class
III Directors continued after the Annual Meeting.

      At the Annual Meeting, the Company's shareholders also ratified the
appointment of KPMG LLP as the Company's independent public accountants for
1999. A total of 4,940,015, or 99.9% of the shares of the Company's common stock
present in person or represented by proxy at the Annual Meeting, voted in favor
of ratification, 1,814 voted against ratification and 3,275 abstained.

                                       13
<PAGE>
                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


   ATP's common stock is traded on the National Market System of the Nasdaq
Stock Market, Inc. under the symbol "ATPX" (ATPXE as of late April 2000). The
following table sets forth the high and low sales prices of ATP common stock for
the calendar quarters indicated, as reported by the Nasdaq Stock Market, Inc.:

                                ATP COMMON STOCK

                                                  MARKET PRICE
                                            -------------------------
FISCAL YEAR ENDED DECEMBER 31,                HIGH             LOW
                                            ---------       ---------
1999
First Quarter .......................       $  11.000       $   7.500
Second Quarter ......................       $  14.250       $   8.875
Third Quarter .......................       $  13.875       $  10.750
Fourth Quarter ......................       $  14.000       $  12.875

1998
First Quarter .......................       $  14.875       $  11.000
Second Quarter ......................       $  15.313       $  11.000
Third Quarter .......................       $  13.250       $   5.500
Fourth Quarter ......................       $  10.000       $   5.500


   On May 19, 2000, ATP had approximately 1,600 stockholders of record. The last
reported sales price of ATP's common stock on such date was $5.125.

   ATP has not paid dividends on its common stock and does not currently intend
to pay any cash dividends in the foreseeable future. The determination of the
amount of future cash dividends to be declared and paid on the common stock of
ATP, if any, will depend upon ATP's financial condition, earnings and cash flow
from operations, the level of its capital expenditures, its future business
prospects and other factors that the Board of Directors of ATP deems relevant.
In addition, ATP's debt agreements contain covenants restricting the payment of
cash dividends to ATP's common stockholders.

                                       14
<PAGE>
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA


      The selected financial data presented below as of and for the periods
ending April 28, 1995 through December 31, 1999, have been derived from the
audited financial statements of ATP, TPG and Brunswick Technical Group, the
assets of which were acquired by TPG on April 28, 1995 pursuant to the
acquisition of the Brunswick Business.

      The information presented below should be read in conjunction with Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the consolidated financial statements of ATP and related notes and
other financial information included elsewhere in this Annual Report on Form
10-K.

<TABLE>
<CAPTION>
                                                                                                                       BRUNSWICK
                                                                 ATP                              TPG                TECHNICAL GROUP
                                                   ----------------------------------   ----------------------------  -------------
                                                                                                         AS OF AND      AS OF AND
                                                              AS OF AND                   AS OF AND    FOR THE EIGHT  FOR THE FOUR
                                                          FOR THE YEAR ENDED            FOR THE YEAR      MONTHS          MONTHS
                                                   ----------------------------------      ENDED          ENDED           ENDED
                                                    DEC. 31,    DEC. 31,     DEC. 31,     DEC. 31,       DEC. 31,       APRIL 28,
 (AMOUNTS ARE IN THOUSANDS, EXCEPT EPS DATA)         1999         1998        1997         1996            1995           1995
                                                   ---------    ---------   ---------   ------------   ------------   ------------
                                                             As Restated (3)
<S>                                                <C>          <C>         <C>         <C>            <C>            <C>
STATEMENT OF OPERATIONS DATA:
Revenues .......................................   $ 179,162    $ 164,424   $ 119,433   $    126,534   $     79,172   $     28,416
Cost of revenues ...............................     149,007      128,414      91,312         94,365         61,738         27,354
                                                   ---------    ---------   ---------   ------------   ------------   ------------
Gross profit ...................................      30,155       36,010      28,121         32,169         17,434          1,062
General and administrative
    expenses ...................................      30,424       25,929      19,006         21,758         12,123          1,350
                                                   ---------    ---------   ---------   ------------   ------------   ------------
Operating income (loss) ........................        (269)      10,081       9,115         10,411          5,311           (288)
Interest expense (1) ...........................       3,965        3,579       2,273          2,377          1,892           --
                                                   ---------    ---------   ---------   ------------   ------------   ------------
Income (loss) before income
   taxes and extraordinary item ................      (4,234)       6,502       6,842          8,034          3,419           (288)
Income tax expense (benefit) ...................      (1,074)       2,503       2,634          3,093          1,312           (112)
                                                   ---------    ---------   ---------   ------------   ------------   ------------
Income (loss) before extra-
    ordinary item ..............................      (3,160)       3,999       4,208          4,941          2,107           (176)
Extraordinary item (2) .........................        --           --          --              667           --             --
                                                   ---------    ---------   ---------   ------------   ------------   ------------
Net income (loss) ..............................   $  (3,160)   $   3,999   $   4,208   $      4,274   $      2,107   $       (176)
                                                   =========    =========   =========   ============   ============   ============
EPS DATA:
Earnings (loss) per share - basic ..............   $   (0.61)   $    0.74   $    0.99   $       1.06   $       0.52            N/A
Earnings (loss) per share - diluted ............   $   (0.61)   $    0.71   $    0.95   $       1.03   $       0.52            N/A

BALANCE SHEET DATA:
Working capital ................................   $  18,874    $  22,499   $  21,208   $     18,462   $     17,558   $     26,868
Total assets ...................................     106,552      104,463      85,684         44,723         38,911         53,358
Long-term debt and capital lease
    obligations, including current portion .....      28,606       26,402      19,216         17,222         17,926           --
Redeemable 8% cumulative
    preferred stock ............................       1,000        1,000       1,000          1,000          1,000           --
Common shareholders' equity ....................      27,816       30,109      26,494          7,018          2,919           --
</TABLE>
(1)   Prior to April 29, 1995, the Brunswick Technical Group was included as
      part of Brunswick's consolidated financial statements. Brunswick did not
      allocate any debt or interest expense to the Brunswick Technical Group.

(2)   Reflects an extraordinary loss from debt refinancing, net of an income tax
      benefit of $418,000.

(3)   The 1998 amounts have been restated to reflect results of the Company's
      investigation into possible financial and accounting irregularities at
      Alcore (See Note 2 to the Consolidated Financial Statements).

                                       15
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      The following discussion should be read in conjunction with the
consolidated financial statements of ATP and related notes contained elsewhere
in this Annual Report on Form 10-K.

      TPG was formed in 1995 to acquire the Brunswick Business, which
acquisition was completed on April 28, 1995. The selected consolidated financial
data for 1995 presents the four month period prior to the acquisition of the
Brunswick Business and the eight month period subsequent to such acquisition.

      On October 31, 1997, TPG merged with Lunn under the name "Advanced
Technical Products, Inc." Immediately after the merger, the former stockholders
of Lunn owned approximately 26% of ATP and the former stockholders of TPG owned
approximately 74% of ATP. For accounting purposes, the merger was treated as a
purchase of Lunn by TPG and the results of operations of Lunn since November 1,
1997 have been included in the consolidated financial statements of ATP.

      On May 29, 1998, ATP acquired all of the capital stock of Brigantine SA, a
manufacturer of honeycomb products and engineered panels located in France. The
acquired company, renamed Alcore Brigantine SA, operates as a subsidiary of
Alcore, Inc., a division of the Company. The acquisition has expanded the
Company's access to the European aerospace and commercial markets. The Company's
consolidated financial statements include the operating results for Alcore
Brigantine SA since the date of the acquisition.

      Historically, approximately 60% to 80% of ATP's products and services have
been sold to the United States government through prime contracts directly with
governmental agencies, primarily the DOD, or through subcontracts with other
governmental contractors. During the mid-1980s, the defense industry began to be
negatively impacted by a perceived reduction of threats from the former Soviet
Union and affiliated countries in eastern Europe. In addition, increased
competition for the United States federal budget dollars resulted in a reduction
in real dollars in the United States defense budget over the last decade.
Defense spending has recently begun to stabilize in the United States, and
management of ATP believes that budgeted procurement spending will increase
slightly over the next few years.

      The contraction of the United States defense budget over the last decade
and the resulting excess capacity and intensified competition among defense
contractors has resulted in significant industry consolidation. ATP's strategy
includes the pursuit of acquisitions which will increase its revenue base and
improve its cost competitiveness through reduced overhead costs, facility
consolidations and the elimination of other duplicative costs. Management is
evaluating the possibility of additional acquisitions in the event the pending
transaction with Veritas is not consummated. However, because of the uncertainty
of the nature and size of these opportunities, as well as ATP's financial
leverage, there can be no assurances that the financing necessary to pay for
acquisitions can be obtained.

      Although the long-term impact of industry consolidation and the defense
spending budget cannot be predicted with certainty, management of ATP believes
that it is positioned to increase its presence in the United States defense
industry and increase its ongoing diversification efforts into foreign defense
markets and selected commercial markets.

                                       16
<PAGE>
      The United States government's fiscal year begins on October 1, and
contracts and options on contracts are generally awarded just prior to its year
end. The lead time to perform the necessary design work, procure material and
begin production is generally several months, and this can create a period of
low production, revenue and profits in the first half of each fiscal year of
ATP. Over the last five years, the percentage of sales and operating earnings
(excluding corporate general and administrative expenses) generated in the
second half of the year have been as follows:


                                                      EARNINGS BEFORE
YEAR                                     SALES       INTEREST & TAXES
----                                     -----       ----------------
1999..............................        50%       Not applicable (1)
1998 (as restated) (2)............        57%               62%
1997..............................        57%               73%
1996..............................        54%               62%
1995..............................        56%              134%

(1)   Not applicable because the Company had an operating loss for 1999.

(2)   See Note 2 to the Consolidated Financial Statements of the Company for
      further discussion.

                                       17
<PAGE>
RESTATEMENT OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS

      During January 2000, the Company learned of possible accounting and
financial reporting irregularities at its subsidiary, Alcore, when certain
financial records were seized in connection with a search warrant issued by the
United States District Court - District of Maryland as part of a governmental
investigation.

      After becoming aware of the possible irregularities, the Company engaged
special counsel, and through such counsel, such other advisors as deemed
necessary to assist in its investigation of the possible irregularities. As a
result of its investigation, the Company has determined to restate its 1998
consolidated financial statements (including its quarterly financial statements
for each of the quarters of 1998), as well as for each of the first, second, and
third quarters of 1999. The following discussion of 1998 amounts relates to the
Company's results of operations as restated for the adjustments determined
necessary by the Company's investigation. See Note 2 to the Consolidated
Financial Statements of the Company.

      The effects of the adjustments to the 1999 and 1998 quarterly consolidated
financial data (unaudited) are summarized as follows:

1999 - BY QUARTER
<TABLE>
<CAPTION>
                                                                                                            EARNINGS (LOSS) PER
                          REVENUES             OPERATING INCOME (LOSS)         NET INCOME (LOSS)         COMMON SHARE - DILUTED
                  ------------------------    ------------------------     ------------------------     ------------------------
                      AS                         AS                            AS                           AS
                  PREVIOUSLY                  PREVIOUSLY                   PREVIOUSLY                   PREVIOUSLY
                   REPORTED       RESTATED     REPORTED       RESTATED      REPORTED       RESTATED      REPORTED      RESTATED
                  ----------    ----------    ----------    ----------     ----------    ----------     ----------    ----------
<S>               <C>           <C>           <C>           <C>            <C>           <C>            <C>           <C>
First ..........  $   42,338    $   41,882    $    2,754    $    1,201     $    1,108    $      186     $     0.20    $     0.03
Second .........      48,770        47,636         4,139         1,638          1,961           513           0.35          0.09
Third ..........      46,195        44,477         3,988          (248)         1,837          (928)          0.33         (0.18)
Fourth * (1)....           *        45,167             *        (2,860)(1)          *        (2,931)(1)          *         (0.56)(1)
                                ----------                  ----------                   ----------                   ----------
  Total Year * .           *    $  179,162             *    $     (269)             *    $   (3,160)             *    $    (0.61)
                                ==========                  ==========                   ==========                   ==========
</TABLE>
-----------
     * Restatement for the fourth quarter and total year for 1999 is not
applicable.

1998 - BY QUARTER
<TABLE>
<CAPTION>
                                                                                                                   EARNINGS PER
                                 REVENUES                 OPERATING INCOME               NET INCOME           COMMON SHARE - DILUTED
                         ------------------------    ------------------------    ------------------------    -----------------------
                             AS                          AS                          AS                          AS
                         PREVIOUSLY                  PREVIOUSLY                  PREVIOUSLY                  PREVIOUSLY
                          REPORTED      RESTATED      REPORTED      RESTATED      REPORTED      RESTATED      REPORTED     RESTATED
                         ----------    ----------    ----------    ----------    ----------    ----------    ----------    ---------
<S>                     <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
First ..............    $   30,813    $   30,806    $      986    $      971    $      111    $      102    $     0.02    $     0.01
Second .............        39,632        39,632         2,949         2,832         1,302         1,230          0.23          0.22
Third ..............        47,801        47,296         4,129         2,934         1,949         1,214          0.35          0.22
Fourth .............        46,828        46,690         4,762         3,344         2,325         1,453          0.42          0.26
                         ----------    ----------    ----------    ----------    ----------    ----------    ----------    ---------
  Total Year .......    $  165,074    $  164,424    $   12,826    $   10,081    $    5,687    $    3,999    $     1.01    $     0.71
                         ==========    ==========    ==========    ==========    ==========    ==========    ==========    =========
</TABLE>
(1)  The operating loss in the fourth quarter of 1999 is discussed under the
     "YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED DECEMBER 31",
     1998" caption of this section (Item 7) of the Annual Report on Form 10-K.

                                       18
<PAGE>
RESULTS OF OPERATIONS

      The following table sets forth, for the periods indicated, the components
of the statements of operations expressed as a percentage of revenues.

                                                1999         1998        1997
                                              --------     --------    --------
                                                         (As restated)
Revenues ..................................      100.0%       100.0%      100.0%
Cost of revenues ..........................       83.2         78.1        76.5
                                              --------     --------    --------
Gross profit ..............................       16.8         21.9        23.5
General and administrative expenses .......       17.0         15.8        15.9
                                              --------     --------    --------
Operating income (loss) ...................       (0.2)         6.1         7.6
Interest expense ..........................        2.2          2.2         1.9
                                              --------     --------    --------
Income (loss) before income taxes .........       (2.4)         3.9         5.7
Income tax expense (benefit) ..............       (0.6)         1.5         2.2
                                              --------     --------    --------
Net income (loss) .........................       (1.8)%        2.4%        3.5%
                                              ========     ========    ========

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1998

      Revenues increased $14.7 million, or 9.0% from $164.4 million in 1998 to
$179.2 million in 1999. The increase in revenues in 1999 was primarily
attributable to the following factors: (i) increased revenues on chemical
defense contracts, including two large contracts which were in the design or
start-up phase during most of 1998 and have been in full production during all
of 1999, (ii) increased deliveries of composite components on several long-term
aerospace / defense programs, including the C-17 and F-18E/F military aircraft
and (iii) increased shipments of the Company's commercial products, including
specialty vehicle electronics and NGV fuel tanks. These increases were partially
offset by a decrease in structural core materials shipments primarily caused by
reduced material requirements of customers in the commercial aerospace market,
and a decrease in shipments on shelter contracts.

      Gross profit as a percentage of revenues was 16.8% in 1999, compared to
21.9% for the comparable period in 1998. The decrease is primarily attributable
to the losses incurred by Alcore during 1999, which totaled $6.0 million at the
gross profit level. Alcore's losses were primarily the result of: (i) production
inefficiencies experienced in the moving of certain operations to a new leased
facility, including abnormally high production scrap rates and increased costs
for machinery and equipment re-arrangement and set-up, (ii) lower sales prices
caused by intensified competition in the commercial aerospace industry and (iii)
a write-off of excess and obsolete inventories and capital equipment. Excluding
Alcore, gross profit as a percentage of revenues was 22.0% in 1999,
substantially the same compared to 1998.

      General and administrative expenses increased $4.5 million, or 17.3%, from
$25.9 million in 1998 to $30.4 million in 1999. The increase reflects: (i)
higher Alcore expenses, including increased costs relating to the facility move,
(ii) higher corporate expense primarily resulting from nonrecurring costs
incurred in connection with the proposed merger with Veritas, and (iii) a
general increase in business activity. As a percentage of revenues, general and
administrative expenses increased from 15.8% in 1998 to 17.0% in 1999. Excluding
Alcore for both years, general and administrative expenses as a percentage of
revenues was 15.1% in 1999 compared to 15.2% in 1998.

                                       19
<PAGE>
      Operating loss was $0.3 million in 1999, compared to operating income of
$10.1 million in 1998. The decrease is primarily attributed to the Alcore
operating loss incurred in 1999, which totaled $11.8 million. Excluding Alcore,
operating income was $11.5 million in 1999. During the fourth quarter of 1999,
the Company recorded charges totaling approximately $3.0 million to write-down
certain equipment and tooling costs at Alcore, reserve for certain inventories
that are believed to be no longer recoverable and to accrue for the costs of a
lease obligation of Alcore.

      Interest expense in 1999 increased $386,000, primarily the result of an
increase in average loan balances outstanding and an increase in average
interest rates during 1999 compared to 1998.

   Income tax benefit was $1.1 million in 1999 compared to income tax expense of
$2.5 million in 1998. The effective income tax rate was 25.4% in 1999 compared
to 38.5% in 1998. The lower effective rate in 1999 reflects a reserve for the
state income tax effect for all of the net deferred tax assets generated by the
Alcore operating losses in 1999.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED DECEMBER 31, 1997

   Revenues increased $45.0 million, or 37.7% from $119.4 million in 1997 to
$164.4 million in 1998. Positive revenue variations in 1998 compared to 1997
include: (i) increased revenues of $24.2 million for Lunn and Alcore operations,
which were included for the full year in 1998 compared to only the post-merger
period (two months) included in the 1997 results reported, (ii) increased
shipments of NGV fuel tanks and related products, (iii) increased sales on new
aerospace / defense programs, including new C-17 and chemical defense contracts,
and (iv) increased shipments on shelter contracts. These increases were
partially offset by reduced ordnance product sales resulting from the
substantial completion of a major ordnance delivery system contract in early
1998.

   Gross profit as a percentage of revenues was 21.9% in 1998 compared to 23.5%
in 1997. The decrease in gross profit percentage was primarily attributable to
an unfavorable product sales mix in 1998 compared to 1997 resulting from a full
year of Lunn and Alcore operations in 1998 at lower profit rates, particularly
at Alcore, relative to TPG operations.

   General and administrative expenses increased $6.9 million, or 36.4%, from
$19.0 million in 1997 to $25.9 million in 1998. The increase again reflects the
inclusion of Lunn operations for a full year in 1998 compared to two months in
1997. As a percentage of revenues, general and administrative expenses decreased
slightly from 15.9% in 1997 to 15.8% in 1998.

   Operating income was $10.1 million, or 6.1% of sales, in 1998, compared to
$9.1 million, or 7.6% of sales, in 1997. The increase in operating income
reflects the increase in revenues and gross profit, partially offset by
increased general and administrative expenses.

   Interest expense in 1998 increased $1.3 million, or 57.5%, primarily because
of an increase in average loan balances as a result of (i) debt assumed from
Lunn in the merger and (ii) higher working capital and capital expenditures
driven by increasing revenue volume anticipated in 1999.

   Income taxes decreased $0.1 million, reflecting lower pre-tax earnings as the
effective tax rate was 38.5% for both years.

FINANCIAL CONDITION AND LIQUIDITY

        Cash flow provided by operations was $4.9 million in 1999 compared to
$1.5 million in 1998. Working capital, excluding short-term debt balances,
decreased $4.2 million in 1999 to $47.1 million.

                                       20
<PAGE>
This decrease was the result of (i) a decrease of $4.2 million in accounts
receivable, resulting primarily from lower sales in the last two months of 1999
compared to 1998 and an increased emphasis on customer collections in 1999, (ii)
an increase of $4.8 million in inventory, reflecting a continued build-up on a
few major aerospace composites programs which are in the start-up or early
production phases, (iii) an increase of $6.2 million in accounts payable and
accrued expenses, partially the result of increased inventory levels and an
increase in accrued employee compensation and benefits at divisions other than
Alcore, (iv) an increase in prepaid income taxes of $2.1 million resulting from
tax overpayments made during 1999 before it was determined that Alcore was
incurring operating losses which would significantly reduce the amount of the
Company's income tax liability for 1999 and (v) a net decrease in other working
capital components of $0.7 million. Net cash used in investing activities
totaled $5.0 million in 1999, and resulted exclusively from capital
expenditures.

    The Company's primary loan agreement, as amended on May 16, 2000, includes a
total credit facility of $50.0 million consisting of: (i) $27.0 million of
revolving credit against eligible receivable and inventory balances, (ii) a
$19.4 million term loan and (iii) a $3.6 million capital expenditure facility.
The term loan is payable quarterly based on a seven-year amortization period.
The interest rates on the loans are set quarterly based on the Company's
performance against debt-to-earnings ratios specified in the agreement. Interest
rates can range from LIBOR (the London Interbank Offered Rates) plus 2.75% to
LIBOR plus 1.0% on the revolving loan and from LIBOR plus 3.25% to LIBOR plus
1.5% on the term and equipment loans. Alternatively, the Company may elect
interest rates based on the lending institution's prime rate with the revolving
loan ranging from prime plus 0.5% to prime plus 0.25% and the term and equipment
loans ranging from prime plus 0.75% to prime plus 0.50%. Interest is paid
monthly in arrears on all loans. The credit facility matures on December 31,
2002. As of December 31, 1999, the Company had approximately $3.6 million of
unused borrowing availability on this credit facility. The Company is subject to
several financial and nonfinancial covenants under the $50.0 million credit
facility. At December 31, 1999, the Company was in violation of certain
financial covenants. Such violations were cured as a result of an amendment to
the agreement dated May 16, 2000.

   As discussed above, the Company has made capital expenditures totaling $5.0
million during 1999, which have been financed by a combination of cash flows
from operations and increased borrowings under the revolving, term and equipment
loan portions of the Company's credit facility.

      At December 31, 1999, the Company's backlog of orders and long-term
contracts was approximately $591 million compared to $585 million and $552
million at December 31, 1998 and 1997, respectively. The backlog includes firm
released orders of approximately $158 million, $191 million and $192 million at
December 31, 1999, 1998 and 1997, respectively. The decrease in firm released
orders at the end of 1999 compared to 1998 and 1997 is primarily the result of a
decrease in firm orders at Alcore and the timing of order releases on contract
options. Approximately 75% of the Company's firm released backlog at December
31, 1999 is expected to be delivered in 2000.

      ATP announced on September 3, 1999 that it had entered into a definitive
merger agreement (the "September Merger Agreement") with two affiliates of The
Veritas Capital Fund, L.P. ("Veritas") to sell the Company. Due to certain
developments which occurred at the Company since October 21, 1999, the parties
mutually agreed to terminate the September Merger Agreement without liability to
any of the parties. On January 28, 2000, ATP entered into a new merger agreement
with Veritas pursuant to which, if such January 2000 Merger Agreement was
approved by the Company's shareholders and consummated, the shareholders of the
Company would receive $12.75 per share in cash, without interest. See "Item 4.
Submission of Matters to a Vote of Security Holders."

   Management of ATP believes that cash flows from operations and the $50
million credit facility are adequate to sustain ATP's current operating level.
However, should circumstances arise affecting cash

                                       21
<PAGE>
flow or requiring capital expenditures beyond those anticipated by the Company,
there can be no assurance that such funds will be available on commercially
reasonable terms, if at all.

FACTORS AFFECTING FUTURE OPERATING RESULTS

      This Annual Report on Form 10-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The
forward-looking statements are those that do not state historical facts and are
inherently subject to risk and uncertainties. The forward-looking statements
contained herein are based on current expectations and entail various risks and
uncertainties that could cause actual results to differ materially from those
projected in such forward-looking statements. Some of such risks and
uncertainties are described below.

      DEPENDENCE ON PRINCIPAL INDUSTRIES. The revenues of ATP are concentrated
in the aerospace and defense industries. Sales to non-aerospace and non-defense
industries, although growing, are anticipated to approximate 20% to 25% of total
revenues of ATP for the foreseeable future. ATP's success will be heavily
dependent on its ability to successfully obtain major new defense orders
currently planned to be released by the United States government and government
prime contractors, as well as the continued strength of the aerospace industry,
particularly the commercial aircraft industry. No assurances can be given that
ATP will be able to successfully obtain all or even a major portion of the
targeted defense industry orders anticipated to be placed. The commercial
aerospace industry is a cyclical business, and the demand by commercial airlines
for new aircraft is highly dependent upon a variety of factors, which
historically have been related to the stability and health of the United States
and world economies.

      RISKS OF REDUCTIONS OR CHANGES IN MILITARY EXPENDITURES. The primary
customers of ATP are agencies of the DOD. Sales under contracts with the DOD or
under subcontracts that identify the DOD as the ultimate purchaser represented
approximately 62% of ATP's 1999 revenues. The United States defense budget has
declined in real terms since the mid-1980s, resulting in some delays in new
program starts, program stretch-outs and program cancellations. The United
States defense budget has begun to stabilize and even increase in real dollars
over the last several years. A major portion of ATP's DOD business is expected
to be funded by the procurement and research, development, test and evaluation
segments of the defense budget. Procurement and research, development, test and
evaluation funding has been significantly reduced over the last decade but is
expected to remain relatively stable or grow slightly over the next decade. A
significant portion of ATP's DOD business is also expected to be funded by the
operations and maintenance portion of the DOD budget, which has declined less
than the other segments. A further significant decline or reallocation of the
procurement, research, development, test and evaluation or operations and
maintenance segments of the DOD budget could materially and adversely affect
ATP's sales and earnings. The loss or significant curtailment of ATP's material
United States defense contracts would also materially and adversely affect ATP's
future sales and earnings.

      COMPETITION. The market for ATP's products is highly competitive. ATP
competes with numerous competitors, a number of which possess substantially
greater financial, marketing, personnel and other resources. Continued
consolidation of major aerospace companies could result in program cancellations
as well as increased demand for price concessions. This, together with increased
competition for available business, could translate into downward pressure on
gross margins with resulting lower overall profit margins. Vendor prices for
production materials such as resins, liquid and film adhesives, reinforcing
fiber materials and other materials and supplies could increase as demand for
aircraft parts and assemblies increase to match higher build rates for
commercial aircraft. Higher material prices and demand for lower

                                       22
<PAGE>
aircraft part and assembly prices could place increasing pressure on ATP's
operating margins and net income. Although management of ATP believes that the
Company is well-positioned to maintain or improve its place among its
competitors, there can be no assurance that ATP will be able to compete
successfully in the future.

   FINANCIAL LEVERAGE. ATP has a significant amount of indebtedness, which could
make it difficult to obtain additional financing for working capital, capital
expenditures, acquisitions or other purposes. Moreover, the terms of ATP's
indebtedness impose various restrictions and covenants on ATP which could
potentially limit ATP's ability to respond to market conditions or to take
advantage of business opportunities. ATP's ability to meet its debt service
obligations and to reduce total debt will be dependent upon its future
performance, which, in turn, will be subject to general conditions in the
aerospace and defense industries and to financial, business and other factors
affecting the operations of ATP, many of which will be beyond its control.

YEAR 2000 ISSUES

   ATP completed its year 2000 (Y2K) preparation plan which included the
following steps: assessment, modification / implementation and testing. The
Company has not experienced any significant malfunctions or errors in its
internal information technology ("IT") and non-IT systems that are critical to
its operations since January 1, 2000. A few minor application problems were
identified and resolved early in the year 2000. The Company is not aware of any
significant Y2K issues or problems that may have arisen for its significant
customers and suppliers. Based on currently available information, the Company
is not aware of any significant continued exposure to Y2K systems issues.

   ATP's Y2K costs have not been budgeted and tracked as independent projects,
but have been incurred in conjunction with normal sustaining activities. ATP
estimates that such costs, including the replacement or upgrading of outdated,
noncompliant hardware and software were less than $250,000.

RECENT ACCOUNTING PRONOUNCEMENTS

       In September 1999, the Financial Accounting Standards Board issued
Emerging Issues Task Force ("EITF") Issue No. 99-5, ACCOUNTING FOR
PRE-PRODUCTION COSTS RELATED TO LONG-TERM SUPPLY ARRANGEMENTS. Among other
things, EITF Issue No. 99-5 provides additional guidance on how entities should
account for costs incurred to design and develop molds, dies, and tooling that
will be used to produce products that will be sold under long-term supply
arrangements. The Company does not anticipate any material impact on the results
of operations upon adopting the provisions of EITF Issue No. 99-5, which becomes
effective for design and development costs incurred after December 31, 1999.

      In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS, which
clarifies certain conditions to be met in order to recognize revenue. The
Company does not anticipate any material impact on the results of operations as
a result of this Staff Accounting Bulletin.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   The Company is exposed to changes in interest rates primarily relating to its
$50 million credit facility. However, the carrying value of borrowings under the
credit facility generally approximate fair value due to the variable rate nature
of such borrowings. The interest rates are set quarterly based on the Company's
performance against debt-to-earnings ratios specified in the agreement. Interest
rates can

                                       23
<PAGE>
range from LIBOR plus 2.75% to LIBOR plus 1.0% on the revolving loan and from
LIBOR plus 3.25% to LIBOR plus 1.5% on the term and equipment loans.
Alternatively, the Company may elect interest rates based on the lending
institution's prime rate with the revolving loan ranging from prime plus 0.5% to
prime plus 0.25% and the term and equipment loans ranging from prime plus 0.75%
to prime plus 0.50%. At December 31, 1999, the Company had $44.3 million
outstanding under the credit facility at a weighted-average interest rate of
8.76%.

   The Company has not entered into transactions which subject it to material
foreign currency transaction gains and losses.

                                       24
<PAGE>
ITEM 8.     FINANCIAL STATEMENTS

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Advanced Technical Products, Inc.:

We have audited the accompanying consolidated balance sheets of Advanced
Technical Products, Inc. and subsidiaries (the "Company") as of December 31,
1999 and 1998, and the related consolidated statements of operations,
comprehensive income (loss), and cash flows for each of the years in the
three-year period ended December 31, 1999. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Advanced Technical
Products, Inc. and subsidiaries at December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1999 in conformity with generally accepted accounting
principles.


Atlanta, Georgia
April 28, 2000, except
   as to note 7, which is as of May 16, 2000

                                       25
<PAGE>
               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

                (Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                    ASSETS                                                               1999          1998
                                                                                                      ---------      ---------
                                                                                                                   (As restated -
                                                                                                                       note 2)
CURRENT ASSETS:
<S>                                                                                                   <C>            <C>
    Cash and cash equivalents ...................................................................     $     655      $   2,030
    Accounts receivable (net of allowance for doubtful accounts of $658 in 1999 and
        $722 in 1998) ...........................................................................        21,373         25,563
    Inventories and costs relating to long-term contracts and programs in
        Process, net of progress payments .......................................................        44,783         39,945
    Prepaid income taxes ........................................................................         2,054           --
    Other prepaid expenses ......................................................................           468          1,018
    Deferred income taxes .......................................................................         3,900          2,570
                                                                                                      ---------      ---------
                        Total current assets ....................................................        73,233         71,126
                                                                                                      ---------      ---------

PROPERTY, PLANT AND EQUIPMENT:
    Land ........................................................................................           655            655
    Buildings and improvements ..................................................................        10,634          7,037
    Machinery and equipment .....................................................................        27,125         25,235
    Construction in progress ....................................................................         1,096          3,453
    Less-accumulated depreciation ...............................................................       (15,330)       (11,523)
                                                                                                      ---------      ---------
                        Net property, plant and equipment .......................................        24,180         24,857
                                                                                                      ---------      ---------
DEFERRED INCOME TAXES ...........................................................................           778           --

OTHER ASSETS ....................................................................................         8,361          8,480
                                                                                                      ---------      ---------
                        Total assets ............................................................     $ 106,552      $ 104,463
                                                                                                      =========      =========
                          LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable ............................................................................     $  15,560      $  12,968
    Accrued expenses ............................................................................        10,224          6,598
    Short-term debt .............................................................................        28,211         28,767
    Current portion of capital lease obligations ................................................           364            294
                                                                                                      ---------      ---------
                        Total current liabilities ...............................................        54,359         48,627

LONG-TERM LIABILITIES:
    Long-term debt, net of current portion ......................................................        20,168         20,703
    Capital lease obligations, net of current portion ...........................................         1,516          1,483
    Deferred income taxes .......................................................................          --              194
    Other liabilities ...........................................................................         1,693          2,347
                                                                                                      ---------      ---------
                        Total liabilities .......................................................        77,736         73,354

Mandatorily redeemable preferred stock, $1.00 par value; 1,000,000 shares
    Authorized, issued and outstanding; redemption amount of $1,000 .............................         1,000          1,000

SHAREHOLDERS' EQUITY:
    Preferred stock, undesignated, 1,000,000 shares authorized, no shares issued and outstanding           --             --
    Common stock, $.01 par value, 30,000,000 shares authorized, 5,306,438 shares and 5,240,188
        shares issued and outstanding as of December 31, 1999 and 1998, respectively ............            53             52
    Additional paid-in capital ..................................................................        16,816         16,522
    Retained earnings ...........................................................................        11,055         14,295
    Notes receivable from officers ..............................................................          (135)          (135)

    Accumulated other comprehensive income (loss) ...............................................            27           (625)
                                                                                                      ---------      ---------
                        Total shareholders' equity ..............................................        27,816         30,109
                                                                                                      ---------      ---------
                        Total liabilities and shareholders' equity ..............................     $ 106,552      $ 104,463
                                                                                                      =========      =========
</TABLE>
          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       26
<PAGE>
               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                      1999             1998               1997
                                                                                  -----------      -----------        -----------
                                                                                               (As restated - note 2)
<S>                                                                               <C>              <C>               <C>
Revenues ....................................................................     $   179,162      $   164,424       $   119,433

Cost of revenues ............................................................         149,007          128,414            91,312

General and administrative expenses .........................................          30,424           25,929            19,006
                                                                                  -----------      -----------        -----------
                Operating income (loss) .....................................            (269)          10,081             9,115
Interest expense ............................................................           3,965            3,579             2,273
                                                                                  -----------      -----------        -----------
                Income (loss) before income taxes ...........................          (4,234)           6,502             6,842

Income tax expense (benefit) ................................................          (1,074)           2,503             2,634
                                                                                  -----------      -----------        -----------
                Net income (loss) ...........................................     $    (3,160)     $     3,999       $     4,208
                                                                                  ===========      ===========        ===========
Earnings (loss) per share:
                Basic .......................................................     $     (0.61)     $      0.74       $      0.99
                                                                                  ===========      ===========        ===========

                Diluted .....................................................     $     (0.61)     $      0.71       $      0.95
                                                                                  ===========      ===========        ===========
Weighted average number of common and common equivalent shares outstanding:

                Basic .......................................................       5,273,214        5,270,520         4,157,111
                                                                                  ===========      ===========        ===========
                Diluted .....................................................       5,273,214        5,526,130         4,362,035
                                                                                  ===========      ===========        ===========
</TABLE>
          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       27
<PAGE>
               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                        1999        1998        1997
                                                       -------     -------     -------
                                                                (As restated -
                                                                    note 2)
<S>                                                    <C>         <C>         <C>
Net income (loss) .................................    $(3,160)    $ 3,999     $ 4,208

Other comprehensive income:
   Minimum pension liability adjustment ...........        601       (320)       (210)

   Foreign currency translation adjustment ........         51        --          --
                                                       -------     -------     -------
Comprehensive income (loss) .......................    $(2,508)    $ 3,679     $ 3,998
                                                       =======     =======     =======
</TABLE>
          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
                                       28
<PAGE>
               ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                                   1999         1998         1997
                                                                                                 --------     --------     --------
                                                                                                            (As restated
                                                                                                              - note 2)
<S>                                                                                              <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss) .......................................................................    $ (3,160)    $  3,999     $  4,208
    Adjustments to reconcile net income (loss) to net cash provided by
        (used in) operating activities:
          Depreciation and amortization .....................................................       5,004        3,736        1,512
          Loss on disposal and write-off of property and equipment ..........................       1,479           22           33
          Deferred income taxes .............................................................      (2,287)         (17)        (523)
          Changes in operating assets and liabilities:
                 Accounts receivable ........................................................       4,190         (715)      (2,193)
                 Inventories ................................................................      (4,838)      (4,836)      (9,350)
                 Other assets ...............................................................      (1,675)         (58)         389
                 Accounts payable ...........................................................       2,591           42        5,736
                 Accrued expenses ...........................................................       3,586         (683)        (305)
                                                                                                 --------     --------     --------
                              Net cash provided by (used in) operating activities ...........       4,890        1,490         (493)
                                                                                                 --------     --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES:
          Capital expenditures ..............................................................      (5,028)      (8,744)      (1,785)
          Cash payments for businesses acquired, net of cash acquired .......................        --         (2,907)      (1,187)
                                                                                                 --------     --------     --------
                              Net cash used in investing activities .........................      (5,028)     (11,651)      (2,972)
                                                                                                 --------     --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds of borrowings ............................................................       3,163       20,116        5,139
          Repayments of borrowings ..........................................................      (4,254)      (8,084)      (2,102)

          Proceeds from exercise of stock options and warrants ..............................          90           16         --
          Common stock issued under employee stock purchase plan ............................         205         --           --
          Cash dividends paid ...............................................................         (40)         (40)        (120)
          Payments under capital lease obligations ..........................................        (401)        (311)         (17)
                                                                                                 --------     --------     --------
                              Net cash provided by (used in) financing activities ...........      (1,237)      11,697        2,900
                                                                                                 --------     --------     --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ........................................      (1,375)       1,536         (565)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR ................................................       2,030          494        1,059

CASH AND CASH EQUIVALENTS, END OF YEAR ......................................................    $    655     $  2,030     $    494
                                                                                                  ========     ========     ========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
          Assets acquired through capital leases ............................................    $    504     $    416     $    183
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
          Cash paid for interest ............................................................    $  3,911     $  3,635     $  2,109
          Cash paid for income taxes ........................................................    $  3,236     $  3,776     $  1,259
</TABLE>
         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                       29
<PAGE>
                        ADVANCED TECHNICAL PRODUCTS, INC.
                                AND SUBSIDIARIES

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 1999, 1998 and 1997


1.    SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION

            The consolidated financial statements include the accounts of
            Advanced Technical Products, Inc. (the "Company" or "ATP") and its
            subsidiaries, all of which are 100% owned. The Company is
            incorporated in the state of Delaware, with corporate headquarters
            located in Roswell, Georgia. Principal manufacturing operations are
            located in Marion, Virginia; Lincoln, Nebraska; Deland, Florida;
            Belcamp and Edgewood, Maryland; Glen Cove, New York and Anglet,
            France. The Company's subsidiaries include: Technical Products
            Group, Inc., Alcore, Inc. ("Alcore"), Marion Properties, Inc.,
            Lincoln Properties, Inc., Deland Properties, Inc., and Alcore
            Brigantine SA. All significant intercompany transactions and
            balances have been eliminated.


      REVENUE RECOGNITION

            Revenues and anticipated profits under long-term fixed price
            production contracts are recorded on the percentage of completion
            method, principally using units-of-delivery as the measurement basis
            for effort accomplished. Delivery of units are generally made upon
            acceptance by the customer in accordance with contract terms.

            Revenues under certain long-term fixed price contracts which require
            a significant amount of development effort in relation to total
            contract value are recorded based on the accomplishment of
            milestones as specified by contract terms. Revenues under cost
            reimbursable type contracts are recorded as costs are incurred.

            Amounts representing claims for equitable adjustment are included in
            estimates of future contract revenues used for preparing estimates
            of contract profitability at completion only when realization is
            probable and amounts can be reasonably estimated. The amounts
            included in estimates of future contract revenues for outstanding
            claims which had not been finalized were approximately $7.3 million
            and $4.0 million as of December 31, 1999 and 1998, respectively.

            Estimated losses on contracts are recorded in full when identified.

            Revenues for the Company's Structural Core Materials segment are
            recognized as goods are shipped.

                                       30
<PAGE>
      CASH AND CASH EQUIVALENTS

            Cash equivalents consist of highly liquid financial instruments with
            an original maturity of three months or less.

      RESEARCH AND DEVELOPMENT COSTS

            Company-sponsored research and development costs are reported as
            part of general and administrative expenses. Revenues and costs
            incurred in connection with customer-sponsored research and
            development contracts are accounted for as contract revenues and
            costs.

      INVENTORIES

            Inventories, other than inventoried costs relating to long-term
            contracts and programs, are valued at the lower of first-in,
            first-out cost or market (net realizable value). Inventory cost
            relating to long-term contracts and programs includes material,
            labor, manufacturing overhead and tooling costs dedicated to a
            contract or program. Costs attributed to units delivered under
            certain long-term contracts and programs are based on the estimated
            average cost of all units to be produced as determined under the
            learning curve concept which anticipates a predictable decrease in
            unit costs as production techniques become more efficient through
            repetition. In accordance with industry practice, costs in inventory
            include amounts relating to contracts with long production cycles,
            some of which are not expected to be realized within one year.
            Customer progress payments received on long-term contracts are
            recorded as an offset to related inventory balances.

      USE OF 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. In particular,
            accounting for long-term contracts requires management estimates of
            future contract revenues and costs used for preparing estimates at
            contract completion and determining contract profitability reflected
            in the financial statements. Actual results could differ from those
            estimates.

                                       31
<PAGE>
      FAIR VALUE OF FINANCIAL INSTRUMENTS

            The fair value of the Company's debt is estimated based upon the
            cash flows discounted using the interest rates available to the
            Company for debt with similar terms and remaining maturities. The
            carrying value of the Company's debt approximates fair value due to
            the variable rate nature of the borrowings and/or the short maturity
            of the borrowings. The carrying value of all other financial
            instruments approximates fair value due to the short-term nature of
            such instruments.

      PROPERTY, PLANT AND EQUIPMENT

            Property additions are recorded at cost. Depreciation is charged
            against operations over three to ten years for machinery and
            equipment and seven to forty years for buildings and improvements.
            Improvements to leased property are amortized over the life of the
            lease or the estimated life of the improvement, whichever is
            shorter. Straight-line and accelerated methods of depreciation are
            used for financial reporting and accelerated methods are used for
            tax purposes where permitted. Depreciation expense for the years
            ended December 31, 1999, 1998 and 1997 is $4,730,000, $3,383,000 and
            $1,415,000, respectively.

      EARNINGS (LOSS) PER SHARE

            Basic earnings (loss) per share is computed by dividing net earnings
            (loss) available for common shares by the weighted-average number of
            shares of common stock outstanding during the year. Diluted earnings
            per share is computed by dividing net earnings available for common
            shares by the sum of (1) the weighted-average number of shares of
            common stock outstanding during the period, (2) the dilutive effect
            of the assumed exercise of stock options using the treasury stock
            method and (3) the dilutive effect of other potentially dilutive
            securities.

        STOCK OPTIONS

            The Company has adopted Statement of Financial Accounting Standards
            ("SFAS") No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, which
            permits entities to recognize as expense over the vesting period the
            fair value of all stock-based awards on the date of the grant.
            Alternatively, SFAS No. 123 allows entities to continue to apply the
            provisions of Accounting Principles Board ("APB") Opinion No. 25 and
            provide pro forma net income and pro forma income per share
            disclosures for stock option grants made in 1995 and future years as
            if the fair-value-based method defined in SFAS No. 123 had been
            applied. The Company has elected to continue to apply the provisions
            of APB Opinion No. 25 and provide the pro forma disclosures of SFAS
            No. 123.

                                       32
<PAGE>
      INCOME TAXES

            Income taxes are accounted for under the asset and liability method.
            Deferred tax assets and liabilities are recognized for the expected
            future tax consequences attributable to differences between the
            financial statement carrying amounts of existing assets and
            liabilities and their respective tax bases and operating loss and
            tax credit carryforwards. Deferred tax assets and liabilities are
            measured using enacted tax rates expected to apply to taxable income
            in the years in which those temporary differences are expected to be
            recovered or settled. The effect on deferred tax assets and
            liabilities of a change in tax rates is recognized in income in the
            period that includes the enactment date.

      GOODWILL

            Goodwill, which represents the excess of purchase price over the
            fair value of net assets acquired, is amortized on the straight-line
            basis over the estimated useful life, but not in excess of 40 years.
            The Company assesses the recoverability of this intangible asset by
            determining whether the amortization of the goodwill balance over
            its remaining life can be recovered through undiscounted future
            operating cash flows of the acquired operation. The amount of
            goodwill impairment, if any, is measured based on projected
            discounted future operating cash flows using a discount rate
            reflecting the Company's average cost of funds. The assessment of
            the recoverability of goodwill will be impacted if estimated future
            operating cash flows are not achieved. During 1999, 1998 and 1997,
            no such goodwill impairment has been identified by the Company.

      LONG-LIVED ASSETS

            In accordance with SFAS No. 121, ACCOUNTING FOR THE IMPAIRMENT OF
            LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, the
            Company reviews for the impairment of long-lived assets whenever
            events or changes in circumstances indicate the carrying amount of
            an asset may not be recoverable. The carrying value of a long-lived
            asset is considered impaired when the anticipated undiscounted cash
            flow from the asset is separately identifiable and is less than its
            carrying value. In that event, a loss is recognized based on the
            amount by which the carrying value exceeds the fair value of the
            long-lived asset. Fair value is determined primarily using the
            anticipated cash flows discounted at a rate commensurate with the
            risk involved. Losses on long-lived assets to be disposed of are
            determined in a similar manner, except that fair values are reduced
            for the cost to dispose. During 1999, 1998 and 1997, no such
            impairment losses have been identified by the Company.

                                       33
<PAGE>
      FOREIGN CURRENCY TRANSLATION

            The local currency has been used as the functional currency in the
            country in which the Company conducts business outside of the United
            States. The assets and liabilities denominated in foreign currency
            are translated into U.S. dollars at the current rate of exchange at
            the balance sheet date and revenues and expenses are translated at
            the average monthly exchange rates. The translation gains and losses
            are included as a separate component of shareholders' equity.
            Transaction gains and losses included in results of operations are
            not material.

      COMPREHENSIVE INCOME (LOSS)

            Effective January 1, 1998, the Company adopted SFAS No. 130,
            REPORTING COMPREHENSIVE INCOME, which requires the reporting of
            other comprehensive income in addition to net income from
            operations. Other comprehensive income (loss) for the Company
            consists of changes to its additional minimum pension liability and
            foreign currency translation adjustments. The Company has presented
            separate Consolidated Statements of Comprehensive Income (Loss) to
            conform to the requirements of SFAS No. 130.

        NEW ACCOUNTING STANDARDS

            In September 1999, the Financial Accounting Standards Board issued
            Emerging Issues Task Force ("EITF") Issue No. 99-5, ACCOUNTING FOR
            PRE-PRODUCTION COSTS RELATED TO LONG-TERM SUPPLY ARRANGEMENTS. Among
            other things, EITF Issue No. 99-5 provides additional guidance on
            how entities should account for costs incurred to design and develop
            molds, dies, and tooling that will be used to produce products that
            will be sold under long-term supply arrangements. The Company does
            not anticipate any material impact on the results of operations upon
            adopting the provisions of EITF Issue No. 99-5, which becomes
            effective for design and development costs incurred after December
            31, 1999.

            In December 1999, the Securities and Exchange Commission issued
            Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL
            STATEMENTS, which clarifies certain conditions to be met in order to
            recognize revenue. The Company does not anticipate any material
            impact on the results of operations as a result of this Staff
            Accounting Bulletin.

                                       34
<PAGE>
2.    RESTATEMENT OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS

      During January 2000, the Company learned of possible accounting and
      financial reporting irregularities at its subsidiary, Alcore, when certain
      financial records were seized in connection with a search warrant issued
      by the United States District Court - District of Maryland as part of a
      governmental investigation. Additionally, the Company has been notified of
      an investigation by the United States Securities and Exchange Commission
      regarding these matters (see note 17).

      After becoming aware of the possible irregularities, the Company engaged
      special counsel and forensic accountants to assist in its investigation of
      the possible irregularities. As a result, the Company has determined to
      restate its 1998 consolidated financial statements (including its
      quarterly financial statements for each of the quarters of 1998), as well
      as for each of the first, second, and third quarters of 1999.

      The effects of the adjustments to the 1998 consolidated financial
      statements are as follows:

      1)    A reduction of revenues of $650,000,

      2)    An increase in cost of revenues of $1,736,000,

      3)    An increase in general and administrative expenses of $359,000, and

      4)    A reduction in income tax expense of $1,057,000 to reflect the
            effect of the above adjustments.

      The aggregate effect of such adjustments was to reduce income (loss)
      before income taxes by $2,745,000, net income by $1,688,000, and basic and
      diluted earnings per share by $0.32 and $0.30, respectively.

3.    ACQUISITIONS

      The Company was formed on October 31, 1997 when TPG Holdings, Inc. ("TPG")
      merged with Lunn Industries, Inc. ("Lunn"), forming Advanced Technical
      Products, Inc. Former TPG and Lunn common shareholders received 8.3028 and
      0.1 shares of ATP stock, respectively, in exchange for each share of the
      former companies' stock.

      The merger was accounted for as a purchase of Lunn assets by TPG. The
      recorded purchase price of $17,582,000 consisted of (1) $ 14,358,000, the
      market value of Lunn's outstanding stock at the time the intent to merge
      was announced, (2) $1,200,000, the estimated value of Lunn's stock options
      and warrants outstanding as of the merger valuation date and (3)
      $2,024,000 of direct merger costs incurred. As a result of the
      transaction, the Company recorded $5,124,000 of goodwill, which was
      reduced in 1998 to $3,788,000 due to the elimination of the valuation
      allowance for deferred tax assets which had been recorded at the date of
      the acquisition. Goodwill is being amortized using the straight-line
      method over 40 years.

                                       35
<PAGE>
      The operating results of Lunn have been included in the Company's
      consolidated financial statements since the date of the acquisition. The
      following table presents unaudited pro forma consolidated operating
      results for the Company for the year ended December 31, 1997 as if the
      Lunn acquisition had occurred as of January 1, 1997 (in thousands, except
      per share amounts):

                        Net revenues                    $138,958
                        Net income                         5,090
                        Earnings per share - basic          0.96
                        Earnings per share - diluted        0.91

      The unaudited pro forma consolidated operating results of the Company are
      not necessarily indicative of the operating results that would have been
      achieved had the merger been consummated at the beginning of the period
      presented, and should not be construed as representative of future
      operating results.

      On May 29, 1998, the Company acquired all of the capital stock of
      Brigantine SA, a manufacturer of honeycomb products and engineered panels
      located in France. The acquired company was renamed Alcore Brigantine SA
      and operates as a subsidiary of Alcore. The acquisition was accounted for
      as a purchase and the total purchase price of $3,329,000 consisted of (1)
      $2,502,000 cash paid to the seller, (2) $500,000 in deferred payments
      evidenced by a note payable and (3) $327,000 of direct transaction costs.
      As a result of the transaction, the Company recorded $2,307,000 of
      goodwill, which is being amortized using the straight-line method over 40
      years. The Company's consolidated financial statements include the
      operating results for Alcore Brigantine SA since the date of the
      acquisition. The pro forma results of operations for 1998 and 1997,
      assuming the acquisition had been made at the beginning of each year,
      would not be materially different from reported results.

      The assets and liabilities of the acquired companies have been recorded in
      the Company's consolidated financial statements at their estimated fair
      values at the acquisition dates as follows (in thousands):

                                                         ALCORE
                                                      BRIGANTINE SA      LUNN
                                                      -------------    --------
            Cash ..................................   $         317    $   --
            Accounts receivable ...................           1,431       4,076
            Inventories ...........................             476       4,879
            Prepaid and other current assets ......              10         681
            Property, plant and equipment .........           1,542      12,683
            Other assets ..........................             195         644
            Current liabilities ...................            (923)     (7,007)
            Capital lease obligations .............          (1,196)       --
            Long-term debt ........................            (830)     (3,498)
                                                      -------------    --------
                  Total ...........................   $       1,022    $ 12,458
                                                      =============    ========


                                       36
<PAGE>
4.   SEGMENT REPORTING AND CUSTOMER CONCENTRATION

      Effective January 1, 1998, the Company adopted SFAS No. 131, DISCLOSURES
      ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION, which establishes
      revised standards for the manner in which public business enterprises
      report information about operating segments.

      The Company's operations include three reportable business segments:
      Aerospace and Defense, Commercial Composites and Structural Core
      Materials. All other operating segments have not met the quantitative
      thresholds for determining reportable segments. A description and
      financial data for the segments are summarized below:

      AEROSPACE AND DEFENSE
      The Aerospace and Defense markets served by the Company primarily consist
      of the United States government (Department of Defense), which the Company
      sells to on a prime and subcontract basis, and the commercial aerospace
      market. The Company designs, develops and manufactures a wide range of
      advanced composite products, advanced electronic and electro-optical
      components and other integrated defense systems for this market segment.
      Products include radomes and composite structures for high-performance
      military and commercial aviation, lightweight relocatable shelters, rocket
      motor cases, pressure vessels, fuel tanks for military aircraft, advanced
      electronic and electro-optical components, chemical warfare detection
      systems, metal bonded panels and other composite assemblies using fibers
      and reinforced plastics. This reportable segment consists of four
      operating segments which have been aggregated for segment reporting
      purposes.


      COMMERCIAL COMPOSITES
      The Commercial Composites segment is involved in the design and
      manufacture of composite parts and components for the automotive, oil and
      gas and other commercial industries, including fuel tanks for natural gas
      vehicles, accumulator bottles, flexible drill pipe and other products.

      STRUCTURAL CORE MATERIALS
      The Structural Core Materials segment consists of Alcore and Alcore
      Brigantine SA. The segment produces aluminum and composite honeycomb core
      and related products for the aerospace and defense industry and several
      commercial markets.

      OTHER
      The remainder of the Company's business consists of miscellaneous
      operations which have not met the quantitative thresholds for separate
      segment disclosure. Other consists primarily of a segment that
      manufactures electrical power switching products for specialty vehicles
      including recreational vehicles, motor homes, conversion vans,
      over-the-road trucks and leisure boats.

                                       37
<PAGE>
      Selected financial data by business segment as of and for the years ended
      December 31, 1999, 1998 and 1997 follows (in thousands):


<TABLE>
<CAPTION>
                                                                                     1999              1998 (a)            1997 (a)
                                                                                   ---------        --------------        ---------
                                                                                                    (As restated -
NET REVENUES                                                                                            note 2)
<S>                                                                                <C>              <C>                   <C>
    Aerospace and Defense:
                  -from external customers .................................       $ 133,214        $      118,897        $  97,690
    Commercial Composites:
                  -from external customers .................................          16,663                15,856           12,061
    Structural Core Materials (a):
                  -from external customers .................................          19,385                21,807            2,561
                   -intersegment revenues...................................             827                   645             --
    Other operating segments:
                  -from external customers .................................           9,900                 7,864            7,121
    Elimination of intersegment revenues ...................................            (827)                 (645)            --
                                                                                   ---------        --------------        ---------
                  Total ....................................................       $ 179,162        $      164,424        $ 119,433
                                                                                   =========        ==============        =========

OPERATING INCOME (LOSS)
    Aerospace and Defense ..................................................       $  11,420        $       12,155        $  10,200
    Commercial Composites ..................................................           2,730                   798              177
    Structural Core Materials (a) ..........................................         (11,943)                 (209)             146
    Other operating segments ...............................................             941                   423              119
    Corporate ..............................................................          (3,417)               (3,086)          (1,527)
                                                                                   ---------        --------------        ---------
                  Total ....................................................       $    (269)       $       10,081        $   9,115
                                                                                   =========        ==============        =========

IDENTIFIABLE ASSETS
    Aerospace and Defense ..................................................       $  60,708        $       57,545        $  48,175
    Commercial Composites ..................................................           7,089                 6,877            8,861
    Structural Core Materials (a) ..........................................          27,446                31,462           22,553
    Other operating segments ...............................................           3,020                 2,945            2,924
    Corporate ..............................................................           8,289                 5,634            3,171
                                                                                   ---------        --------------        ---------
                  Total ....................................................       $ 106,552        $      104,463        $  85,684
                                                                                   =========        ==============        =========

CAPITAL EXPENDITURES
    Aerospace and Defense ..................................................       $   2,556        $        4,222        $   1,025
    Commercial Composites ..................................................             155                 1,336              207
    Structural Core Materials (a) ..........................................           2,010                 3,111              481

    Other operating segments ...............................................             207                    44               66

    Corporate ..............................................................             100                    31                6
                                                                                   ---------        --------------        ---------
                  Total ....................................................       $   5,028        $        8,744        $   1,785
                                                                                   =========        ==============        =========

DEPRECIATION AND AMORTIZATION
    Aerospace and Defense ..................................................       $   2,466        $        1,703        $     840
    Commercial Composites ..................................................             289                   177              267
    Structural Core Materials (a) ..........................................           2,016                 1,631              251
    Other operating segments ...............................................             144                   157              135

    Corporate ..............................................................              89                    68               19
                                                                                   ---------        --------------        ---------
                  Total ....................................................       $   5,004        $        3,736        $   1,512
                                                                                   =========        ==============        =========
</TABLE>
-------------
(a)   1997 financial data for the structural core materials segment includes
      Alcore operations for the two months following the merger creating
      Advanced Technical Products, Inc. on October 31, 1997. 1998 data for the
      structural core materials segment includes Alcore Brigantine SA operations
      for the seven months following the acquisition of the business on May 28,
      1998.

                                       38
<PAGE>
      The following table presents the geographic location of the customer for
      revenues and physical geographic location for long-lived assets as of and
      for the years ended December 31, 1999, 1998 and 1997 (in thousands):

<TABLE>
<CAPTION>
                                                              EXTERNAL REVENUES                        LONG-LIVED ASSETS
                                                 --------------------------------------       --------------------------------------
                                                   1999            1998          1997           1999           1998           1997
                                                 --------       --------       --------       --------       --------       --------
<S>                                              <C>            <C>            <C>            <C>            <C>            <C>
       United States .....................       $158,563       $142,009       $110,898       $ 28,127       $ 29,422       $ 25,194
       Foreign countries .................         20,599         22,415          8,535          4,414          3,915          ---
                                                 --------       --------       --------       --------       --------       --------
          Total ..........................       $179,162       $164,424       $119,433       $ 32,541       $ 33,337       $ 25,194
                                                 ========       ========       ========       ========       ========       ========
</TABLE>
      MAJOR CUSTOMER INFORMATION
      Revenues from the U.S. government on a prime or sub-contract basis during
      1999, 1998 and 1997 were approximately 62%, 61%, and 71% of total
      revenues, respectively. Approximately 17% and 14% of total revenues for
      1999 and 1998, respectively, were to The Boeing Company, and approximately
      17% of 1997 revenues were to Lockheed Martin Corporation. No other
      customers comprised 10% or more of total revenues for the periods
      reported. Over 85% of major customer revenues reported were included as
      part of the Aerospace and Defense business segment. More than 92% of total
      revenues were on a fixed-price basis for all periods reported.

      As a government contractor, the Company is exposed to certain inherent
      industry risks and uncertainties including technological obsolescence,
      changes in government policies, dependence on the federal defense budget
      and annual congressional appropriation and allotment of funds. Although
      the Company's major programs have been well supported during recent years,
      future spending reductions and funding limitations could negatively impact
      future operations.


5.   INVENTORIES

      Inventories at December 31, 1999 and 1998 consisted of the following (in
      thousands):

                                                     1999                1998
                                                   --------            --------
                  Finished goods .......           $  1,433            $    956
                  Work in process ......             29,555              25,659
                  Raw materials ........             18,711              24,624
                  Progress payments ....             (4,916)            (11,294)
                                                   --------            --------
                                                   $ 44,783            $ 39,945
                                                   ========            ========

                                       39
<PAGE>
      Work in process includes costs on two major long-term aerospace programs
      which are in the early stages of performance and have experienced actual
      costs to date in excess of the estimated average cost of all units to be
      produced as determined under the learning curve concept. Such costs
      included in work in process were approximately $12.1 million and $6.3
      million at December 31, 1999 and 1998, respectively. The Company has
      assumed additional orders beyond those currently included in firm released
      backlog in its estimates of average unit cost of all units to be produced.
      Recovery of the deferred production costs is dependent on the number of
      units ultimately sold, actual selling prices and associated future
      production costs. Sales significantly under estimates or costs
      significantly over estimates could result in the realization of
      substantial program losses in future years. Included in the $12.1 million
      of work in process related to these contracts is $ 10.4 million which
      would not be absorbed in cost of sales based on existing firm orders at
      December 31, 1999.


6.   LEASES

      The Company has various lease agreements for offices, factories and
      certain equipment. The longest lease obligation extends to 2013. Most
      leases contain renewal options and some contain purchase options. No
      leases contain restrictions on the Company's activities concerning
      dividends, further leasing or additional debt.

      The Company is obligated under various capital leases for certain
      buildings, machinery and equipment that expire at various dates through
      2013. The gross amount of buildings, machinery and equipment and related
      accumulated amortization recorded under capital leases as of December 31,
      1999 and 1998 were as follows (in thousands):

                                                          1999            1998
                                                        -------         -------

                 Buildings .....................        $ 1,075         $ 1,167
                 Machinery and equipment .......          1,621           1,147
                 Less accumulated amortization .           (491)           (242)
                                                        -------         -------
                           Net capital lease assets     $ 2,205         $ 2,072
                                                        =======         =======

                                       40
<PAGE>
      Future minimum rental payments at December 31, 1999 under agreements
      classified as operating leases with noncancelable terms in excess of one
      year, and the present value of future minimum capital lease payments are
      as follows (in thousands):


                                                            CAPITAL    OPERATING
                                                            LEASES      LEASES
                                                            -------    ---------
           Year ending December 31:
              2000 ......................................   $   474    $   1,631
              2001 ......................................       393        1,506
              2002 ......................................       306        1,398
              2003 ......................................       223        1,216
              2004 ......................................       145        1,080
              Beyond 2004 ...............................       786        3,771
                                                            -------    ---------
              Total minimum lease payments ..............     2,327    $  10,602
                                                                       =========
              Less amounts representing interest
                (at rates ranging from 4.6% to 18.2%) ...      (447)
                                                            -------
              Net principal portion .....................     1,880
              Less portion due within one year ..........      (364)
                                                            -------
              Long-term portion .........................   $ 1,516
                                                            =======

      During the first quarter of 1998, the Company entered into a ten year
      lease agreement for a facility located in Edgewood, Maryland, into which
      the existing Jessup, Maryland operation is being moved. The schedule of
      operating lease obligations includes the new lease commitment, but
      excludes the Company's obligation of $1,883,000 for the remaining six
      years and three months on the lease for the Jessup facility. The Company
      has subleased part of the Jessup facility and anticipates subleasing the
      entire facility once it has completely vacated the premises. Management
      has estimated the amount of remaining lease obligation costs in excess of
      anticipated future sublease income to be $425,000 at December 31, 1999,
      and has recorded such amount as general and administrative expenses in
      1999.

      Rent expense for the years ended December 31, 1999, 1998 and 1997
      consisted of the following (in thousands):

                                        1999            1998            1997
                                       -------         -------         -------
      Basic expense ...........        $ 2,500         $ 2,066         $ 1,194
      Sublease income .........           (291)           (253)           (250)
                                       -------         -------         -------
      Rent expense, net .......        $ 2,209         $ 1,813         $   944
                                       =======         =======         =======


7.    DEBT

      Short-term debt of the Company at December 31 consisted of the following
(in thousands):


                                                             1999           1998
                                                          -------        -------
       Revolving loans ...........................        $21,653        $24,845
       Current maturities of long-term debt ......          6,558          3,922
                                                          -------        -------
       Total .....................................        $28,211        $28,767
                                                          =======        =======

                                       41
<PAGE>
      Long-term debt of the Company at December 31 consisted of the following
(in thousands):

                                                              1999         1998
                                                            -------      -------
            Term loans ...............................      $19,408      $16,714
            Equipment loans ..........................        3,288        2,819
            Deferred obligation ......................          334          500
            Bonds payable ............................        2,200        2,400
            Other long-term debt .....................        1,496        2,192
                                                            -------      -------
                  Total long-term debt ...............       26,726       24,625
            Less current portion .....................        6,558        3,922
                                                            -------      -------
                  Long-term debt, net of current portion    $20,168      $20,703
                                                            =======      =======

      Scheduled maturities of long-term debt are as follows (in thousands):

      2000 ...........................               $ 6,558
      2001 ...........................                 3,820
      2002 ...........................                15,697
      2003 ...........................                   205
      2004 ...........................                   135
      Thereafter .....................                   311
                                                     -------
            Total ....................               $26,726
                                                     =======

      REVOLVING, TERM AND EQUIPMENT LOANS
      In March 1998, the Company refinanced its revolving and term loans,
      consolidating them with one lending institution. The financing agreement
      was amended on September 22, 1999, when the term loan balance was
      increased to $19.4 million from the paid-down balance of $16.7 million
      existing just prior to the increase. The Company's credit facility, as
      amended, with this lending institution totals $50.0 million consisting of:
      (1) $27.0 million of revolving credit against eligible receivable and
      inventory balances, (2) a $19.4 million term loan and (3) a $3.6 million
      capital expenditure facility. As of December 31, 1999, the Company had
      approximately $3.6 million of unused borrowing availability on this credit
      facility.

      The Company borrowed $1,200,000 and $3,000,000 during 1999 and 1998,
      respectively, on its capital expenditure facility. Equipment loan
      principal payments are made monthly based on a five-year amortization
      period.

                                       42
<PAGE>
      The revolving, term and equipment loans are secured by collateral
      consisting of substantially all of the Company's assets including
      inventory, equipment, receivables, general intangibles, investment
      property and real property. The interest rates on the loans are set
      quarterly based on the Company's performance against debt-to-earnings
      ratios specified in the agreement. Interest rates can range from LIBOR
      (the London Interbank Offered Rates) plus 2.75% to LIBOR plus 1.0% on the
      revolving loan and from LIBOR plus 3.25% to LIBOR plus 1.5% on the term
      and equipment loans. Alternatively, the Company may elect interest rates
      based on the lending institution's prime rate with the revolving loan
      ranging from prime plus 0.5% to prime plus 0.25% and the term and
      equipment loans ranging from prime plus 0.75% to prime plus 0.50%. The
      weighted average interest rates in effect at December 31, 1999 and 1998
      for the revolving, term and equipment loans were as follows:

                                         1999               1998
                                       -------            -------
      Revolving loans ..........           8.5%              7.42%
      Term loans ...............           9.0%              7.76%
      Equipment loans ..........           9.0%              7.94%

      Interest is paid monthly in arrears on all loans. The term loan is payable
      quarterly based on a seven-year amortization period. The credit facility,
      as amended on May 16, 2000 extends to December 31, 2002.

      As of December 31, 1999, the Company had approximately $1.3 million of
      outstanding stand-by letters of credit issued as a guaranty for advance
      payments received or contract performance bonds.

      The Company is subject to several financial and nonfinancial covenants
      under the $50.0 million credit facility. At December 31, 1999, the Company
      was in violation of certain financial covenants. Such violations were
      cured as a result of an amendment to the agreement dated May 16, 2000.

      DEFERRED OBLIGATION
      The deferred obligation was incurred in connection with the Alcore
      Brigantine SA acquisition (See Note 3) on May 29, 1998. The remaining
      obligation at December 31, 1999, which bears no interest, is payable in
      full on May 29, 2000.


                                       43
<PAGE>
      BONDS PAYABLE AND OTHER DEBT
      Bonds payable result from a financing agreement with the State of Maryland
      dated May 14, 1997 to provide $2.6 million in 15 year tax-exempt
      industrial development bonds bearing interest at a variable rate adjusted
      weekly to finance the purchase of the Belcamp, Maryland honeycomb
      manufacturing facility and an adjacent 3.2 acre parcel of land. The
      Company has entered into an interest rate hedge agreement with a financial
      institution to fix the interest rate on the tax exempt bonds at 5.07%
      through the year 2012. The bonds payable require annual principal payments
      of $200,000 and are secured by a letter of credit agreement between the
      Company and a bank. On May 12, 2000, the agreement was amended for a
      period extending to May 15, 2001. Conditions of the amended agreement
      include a requirement that the Company deliver collateral to the bank in
      the form of qualified investment securities as defined with a value of
      $100,000 as of the date of execution of the amendment. Additional
      collateral in $150,000 increments is required to be delivered on or before
      each of July 1, August 1, September 1, and October 1, 2000. The Company is
      subject to several financial and nonfinancial covenants under this
      financing agreement. At December 31, 1999, the Company was in violation of
      certain financial covenants. Such violations were cured as a result of the
      amendment to the agreement dated May 12, 2000. It is anticipated that the
      lender will waive future violations, which are expected by the Company
      during 2000. However, since such future waivers are not assured, the
      Company has classified the total amount of the bonds as current at
      December 31, 1999.

      On July 7, 1997, in conjunction with the tax exempt bond financing, the
      Company entered into a ten-year $810,000 Maryland Industrial and
      Commercial Redevelopment Fund loan agreement with interest set at a fixed
      rate of 5.1% annually, plus a five-year $60,000 loan from Harford County,
      Maryland with interest set at a fixed rate of 5.5%. The unpaid balance of
      these loans are reported as other long-term debt and totaled $694,000 and
      $773,000 at December 31, 1999 and 1998, respectively.

      The remainder of other long-term debt consists of several loans of Alcore
      Brigantine SA. The weighted average interest rates on such loans at
      December 31, 1999 was approximately 5.3%, and the remaining duration
      ranged from one to six years.


8.  RETIREMENT AND EMPLOYEE BENEFIT COSTS

      DEFINED CONTRIBUTION PLANS

      The Company has retirement and savings plans for substantially all of the
      Company's employees which allow participants to make contributions up to
      15% of their base pay via payroll deductions pursuant to Section 401(k) of
      the Internal Revenue Code. Under the plan, the Company may make
      discretionary matching contributions. The Company's match for the 1999
      plan year was 50% of each participant's pretax contributions, limited to
      4% of their salary. The cost of the employer match for 1999, 1998 and 1997
      was $679,000, $630,000 and $159,000, respectively.

      Union employees at the Glen Cove, New York facility are covered by a
      defined contribution retirement plan, the cost of which was $32,000,
      $33,000 and $5,000 for 1999, 1998 and 1997 (post-merger period only),
      respectively.

                                       44
<PAGE>
      DEFINED BENEFITS PLANS

      The majority of hourly union employees of the Company, other than those at
      the Glen Cove, New York facility, are covered by defined benefit pension
      plans with benefits generally based on negotiated rates and years of
      service. The Company's funding policy is to contribute annually the
      minimum required amount determined by its actuaries.

      The change in benefit obligation, change in plan assets and funded status
      of the defined benefit plans for 1999 and 1998 is summarized as follows
      (in thousands):

                                                           1999           1998
                                                         -------        -------
 CHANGE IN BENEFIT OBLIGATION:
  Balance at beginning of year ...................       $ 2,803        $ 2,001
  Service cost ...................................           359            233
  Interest cost ..................................           218            180
  Plan amendments ................................             7           --
  Actuarial (gain) loss ..........................          (406)           460
  Benefits paid ..................................          (149)           (71)
                                                         -------        -------
  Balance at end of year .........................       $ 2,832        $ 2,803
                                                         =======        =======
CHANGE IN PLAN ASSETS:
         Balance at beginning of year ............       $ 1,186        $   587
  Actual return on plan assets ...................           324            129
  Employer contributions .........................           726            541
  Benefits paid ..................................          (149)           (71)
                                                         -------        -------
        Balance at end of year ...................       $ 2,087        $ 1,186
                                                         =======        =======
FUNDED STATUS:
  Funded status at end of year ...................       $  (745)       $(1,617)
  Unrecognized net actuarial (gain) loss .........           (26)           626
  Unrecognized prior service cost ................           881            956
                                                         -------        -------
  Prepaid (accrued) benefit cost .................       $   110        $   (35)
                                                         =======        =======

      The amounts recognized in the Consolidated Balance Sheets at December 31,
      1999 and 1998 consist of (in thousands):

                                                             1999         1998
                                                           -------      -------
            Prepaid benefit cost .....................     $   151      $    11
                  Accrued benefit cost ...............         (41)         (44)
                  Additional minimum liability .......        (854)      (1,583)
                  Intangible asset ...................         816          956
                  Accumulated other comprehensive income        38          625
                                                           -------      -------
                         Prepaid (accrued) benefit cost    $   110      $   (35)
                                                           =======      =======

                                       45
<PAGE>
      The net periodic benefit cost of the defined benefit plans for the years
ended December 31, 1999, 1998 and 1997 by components was as follows (in
thousands):


                                                   1999        1998        1997
                                                  -----       -----       -----
Service cost ...............................      $ 359       $ 233       $ 276
Interest cost ..............................        218         180          74
Expected return on plan assets .............       (111)        (65)        (24)
Amortization of prior service cost .........         82          82           3
Amortization of actuarial loss .............         34          24          15
                                                  -----       -----       -----
  Net periodic benefit cost ................      $ 582       $ 454       $ 344
                                                  =====       =====       =====


      Assumptions used to measure the projected benefit obligation and the
expected long-term rate of return on plan assets as of December 31 were as
follows:

                                                  1999        1998        1997
                                                -------     -------     -------
Discount rate ..............................       8.00%       6.75%       7.25%
Expected return on plan assets .............       8.00%       8.00%       8.00%

      The Company does not have any significant postemployment or postretirement
medical or life insurance plans.

                                       46
<PAGE>
9.   SHAREHOLDERS' EQUITY
      The activity in the equity accounts for the period January 1, 1997 through
      December 31, 1999 is summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                                             NOTES       ACCUMULATED
                                                   COMMON STOCK     ADDITIONAL             RECEIVABLE    OTHER COM-
                                              ------------------     PAID-IN    RETAINED      FROM       PREHENSIVE
                                                SHARES    AMOUNT     CAPITAL    EARNINGS    OFFICERS    INCOME (LOSS)    TOTAL
                                              --------   --------   ----------  --------   ----------   -------------   --------
<S>                                           <C>        <C>         <C>        <C>        <C>          <C>            <C>
Balance, January 1, 1997 ...................       475   $      5    $    995   $  6,248   $    (135)   $      (95)    $  7,018

Merger transactions:
  Retirement of TPG stock ..................      (475)        (5)        --        --           --              --           (5)
  Conversion of TPG stock to ATP stock .....     3,944         39         --        --           --              --           39
  Conversion of Lunn stock to ATP stock ....     1,276         13         --        --           --              --           13
  Purchase accounting adjustment for
      acquisition of Lunn ..................      --         --         15,511      --           --              --       15,511
Net income .................................      --         --           --       4,208         --              --        4,208
Preferred dividends declared ...............      --         --           --         (80)        --              --          (80)
Additional minimum pension liability .......      --         --           --        --           --              (210)      (210)
                                              --------   --------   ----------  --------   ----------   -------------   --------
Balance, December 31, 1997 .................     5,220         52       16,506    10,376         (135)           (305)    26,494

Exercise of stock options and warrants .....        20       --             16      --           --              --           16
Net income (as restated) ...................      --         --           --       3,999         --              --        3,999
Preferred dividends declared ...............      --         --           --         (80)        --              --          (80)
Additional minimum pension liability .......      --         --           --        --           --              (320)      (320)
                                              --------   --------   ----------  --------   ----------   -------------   --------
Balance, December 31, 1998 (as restated) ...     5,240         52       16,522    14,295         (135)           (625)    30,109

Exercise of stock options ..................        46          1           89      --           --              --           90
Shares issued under employee stock
  purchase plan ............................        20       --            205      --           --              --          205
Net loss ...................................      --         --           --      (3,160)        --              --       (3,160)
Preferred dividends declared ...............      --         --           --         (80)        --              --          (80)
Additional minimum pension liability .......      --         --           --        --           --               601        601
Foreign currency translation gain ..........      --         --           --        --           --                51         51
                                              --------   --------   ----------  --------   ----------   -------------   --------
Balance, December 31, 1999 .................     5,306   $     53   $   16,816  $ 11,055   $     (135)  $          27   $ 27,816
                                              ========   ========   ==========  ========   ==========   =============   ========
</TABLE>
      In conjunction with the merger on October 31, 1997, the Company assumed
      the outstanding obligations of the Lunn and TPG stock option plans. The
      Company also adopted the 1997 Advanced Technical Products, Inc. Stock
      Option Plan (the "1997 Plan") on the merger date. Under the 1997 Plan, the
      Company may grant nonstatutory and incentive stock options to employees of
      the Company for the purchase of the Company's common stock at an exercise
      price equal to at least 100% of the fair market value as of the date of
      grant (110% of such fair market value if the optionee owns more that 10%
      of the combined voting power of all classes of stock of the Company). The
      Company has authorized 300,000 shares of common stock for the 1997 Plan.
      Options granted through December 31, 1999 have 10-year terms and vest at
      the rate of 20% on each of the five anniversary dates following the year
      of the grant. At December 31, 1999, approximately 127,000 options were
      available for grant under the 1997 Plan.

                                       47
<PAGE>
      On November 6, 1997, the Company adopted the Advanced Technical Products,
      Inc. Non-Employee Director Stock Option Plan, the terms of which are the
      same as the 1997 Plan, except that options are to be granted only to
      non-employee members of the Company's board of directors. Stock options
      for 100,000 shares of common stock are authorized under this plan. Options
      under the plan are automatically granted and initial grants to purchase
      7,500 shares were given to directors serving on November 6, 1997. In
      addition, newly elected directors will be granted 7,500 shares on the date
      of their initial election to the board. The initial options vest at a rate
      of 33 1/3 % on each day preceding the annual meeting of the stockholders
      of the Company for the three years subsequent to the option grant.
      Continuing non-employee directors also automatically receive grants of
      options to purchase 1,000 shares immediately following each annual meeting
      of stockholders. These options vest 100% on the day immediately preceding
      the annual stockholders meeting following the grant date and have 10-year
      terms. At December 31, 1999, approximately 45,000 options were available
      for grant under this Plan.

      A summary of stock option transactions for 1999, 1998 and 1997 follows
      (pre-merger amounts have been restated to reflect amounts on a post-merger
      basis; shares are in thousands):

                                                                      WEIGHTED
                                                         STOCK        AVERAGE
                                                        OPTIONS       EXERCISE
                                                      OUTSTANDING       PRICE
                                                      -----------    -----------
At December 31, 1996 ..............................           208    $      0.41

Options granted ...................................           216          15.00
Options assumed in merger .........................           114           7.36
Options canceled ..................................           (12)          0.41
                                                      -----------    -----------
At December 31, 1997 ..............................           526           7.91

Options granted ...................................            10          13.61
Options exercised .................................           (18)          0.88
Options canceled ..................................            (4)          9.84
                                                      -----------    -----------
  At December 31, 1998 ............................           514           8.26

Options granted ...................................             6          13.50
Options exercised .................................           (46)          1.96
Options canceled ..................................           (11)         15.00
                                                      -----------    -----------
At December 31, 1999 ..............................           463    $      8.79
                                                      ===========    ===========

                                       48
<PAGE>
      The following table summarizes information about stock options outstanding
      at December 31, 1999 (pre-merger amounts have been restated to reflect
      amounts on a post-merger basis; shares are in thousands):

                                                                EXERCISABLE
                                                           ---------------------
                      NUMBER OF    WEIGHTED-   WEIGHTED-               WEIGHTED-
    RANGE OF           SHARES       AVERAGE     AVERAGE                 AVERAGE
    EXERCISE          SUBJECT TO   REMAINING   EXERCISE    NUMBER OF   EXERCISE
    PRICES             OPTION        LIFE        PRICE      SHARES       PRICE
--------------------  ----------   ---------   ---------   ---------   ---------
$ 0.41- $ 4.99               149   6.5 years   $    0.41          73   $    0.41
$ 5.00 - $ 10.00              91   4.0 years        7.56          91        7.56
$ 10.01 - $ 15.00            223   7.9 years       14.89         102       14.92

      The Company accounts for these plans under APB Opinion No. 25, under which
      no compensation cost has been recognized. Had compensation cost for these
      plans been determined based on the fair value at grant date under the
      fair-value-based method in SFAS No. 123, ACCOUNTING FOR STOCK-BASED
      COMPENSATION, the Company's net income (loss) would have been reduced to
      the pro forma amounts indicated below:

                                              1999          1998         1997
                                            ---------     ---------    ---------
Net income (loss):
    As reported ........................    $  (3,160)    $   3,999    $   4,208
    Pro forma ..........................       (3,449)        3,740        4,166

Net income (loss) per share:
    As reported:
         Basic .........................    $   (0.61)    $    0.74    $    0.99
         Diluted .......................        (0.61)         0.71         0.95

    Pro forma:
         Basic .........................    $   (0.67)    $    0.69    $    0.98
         Diluted .......................        (0.67)         0.66         0.94

      The weighted average fair value of options granted in 1999, 1998 and 1997
      was $7.60 per share, $7.63 per share, and $8.40 per share, respectively,
      as estimated using the Black Scholes option-pricing model with the
      following assumptions (for all years reported):

                 Risk free interest rate                5.95%
                 Expected dividend yield                   0%
                 Expected stock volatility                45%
                 Expected option life                 7 years


      STOCK WARRANTS

      The Company assumed obligations of outstanding Lunn common stock warrants
      as of the merger on October 31, 1997. A summary of stock warrant
      transactions for 1999, 1998

                                       49
<PAGE>
      and 1997 follows (pre-merger amounts have been restated to reflect amounts
      on a post-merger basis; shares are in thousands):

                                                                       WEIGHTED
                                                        STOCK          AVERAGE
                                                       WARRANTS        EXERCISE
                                                      OUTSTANDING       PRICE
                                                      -----------    -----------
At December 31, 1996 ..............................          --      $      --
Warrants assumed in merger ........................            66           6.85
                                                      -----------    -----------
At December 31, 1997 ..............................            66           6.85
Warrants exercised ................................            (2)          5.00
                                                      -----------    -----------
At December 31, 1998 ..............................            64           6.91
Warrants expired ..................................            (4)         15.00
                                                      -----------    -----------
At December 31, 1999 ..............................            60    $      6.37
                                                      ===========    ===========

      Certain warrant agreements contain anti-dilutive provisions providing for
      certain adjustments in the exercise price and the number of shares to be
      received upon exercise in the event of subsequent sales of stock by the
      Company below the initial warrant exercise price.

      EMPLOYEE STOCK PURCHASE PLAN

      On October 29, 1998, the Company adopted the 1998 Advanced Technical
      Products, Inc. Employee Stock Purchase Plan to encourage substantially all
      employees of the Company to maintain in its employ and to have an
      opportunity to acquire a proprietary interest in the Company. Under the
      plan, employees may elect payroll withholdings to acquire shares of the
      Company's common stock at a per share price reflecting fair market value
      at the beginning or end of each calendar quarter, whichever is lower. The
      Company has authorized 1,000,000 shares of common stock under the plan.
      The plan was approved by the stockholders of the Company during 1999.
      During 1999, approximately 20,000 shares were issued under the plan at a
      weighted average price of $9.96. No shares were issued under the plan
      prior to 1999.


                                       50
<PAGE>
      STOCKHOLDER RIGHTS PLAN

      On March 3, 2000, the Company adopted a stockholder rights plan to assist
      ATP's stockholders in realizing fair value and equal treatment in the
      event of any attempted unsolicited takeover of the Company and to protect
      the Company and its stockholders against coercive takeover tactics. Under
      the plan, a dividend of one preferred stock purchase right was declared
      for each share of common stock outstanding at the close of business on the
      record date, March 10, 2000. No separate certificates evidencing the
      rights will be issued unless and until they become exercisable. The rights
      generally will not become exercisable until a person or group acquires 15
      percent or more of ATP common stock in a transaction that is not approved
      in advance by the board of directors. In that event, each right will
      entitle the holder, other than the unapproved acquirer and its affiliates,
      to acquire, by payment of the then-applicable exercise price, initially
      $38, subject to adjustment, shares of ATP common stock with a market value
      equal to two times the exercise price. In addition, if the rights were
      triggered by such a non-approved attempted acquisition and ATP were
      thereafter to be acquired in a merger in which all stockholders were not
      treated alike, stockholders with unexercised rights, other than the
      unapproved acquirer and its affiliates, would be entitled to purchase
      common stock of the acquirer with a value of twice the exercise price of
      the rights.

10.   MANDATORILY REDEEMABLE PREFERRED STOCK

      The Company has 1,000,000 shares of 8% cumulative and mandatorily
      redeemable preferred stock outstanding at December 31, 1999 and 1998. In
      case of liquidation, the holders of preferred stock will be paid out of
      the assets of the Company in cash equal to $1.00 per share, plus any
      accumulated and unpaid dividends, before the common stockholders.

      The Company may, at its option, redeem any or all of the outstanding
      shares of the preferred stock for cash equal to $1.00 per share, plus any
      accumulated and unpaid dividends. The preferred shares are subject to
      mandatory redemption at the above-stated value on the earlier of April 28,
      2001 or the date on which occurs a change in the ownership of 50% or more
      of the assets or the common stock of the Company.

11.  RELATED-PARTY TRANSACTIONS

      At December 31, 1999 and 1998, certain officers of the Company have
      outstanding promissory notes in the aggregate amount of $134,865, which
      were issued to the Company as consideration for the paid-in capital in
      excess of par value for the shares of stock they own. Common shares of the
      Company owned by each employee have been pledged as collateral to secure
      the payment of the promissory notes. The notes carry an interest rate of
      the lesser of 8% and the highest rate permitted by applicable law.
      Principal and accrued interest payments are due in full upon maker's sale
      of any pledged stock or on April 28, 2001, if earlier. The notes may be
      repaid at any time at the option of the maker without penalty.

                                       51
<PAGE>
      A director of the Company is also a managing director of Allen & Company,
      Inc. ("Allen"), which rendered financial consulting services to the
      Company in 1999, including the preparation of a fairness opinion in
      connection with a proposed merger of ATP (see Note 17). The Company paid
      Allen $150,000 in 1999 and has recorded a liability of $100,000 due to
      Allen for financial consulting fees earned, but not paid as of December
      31, 1999.

12.   TECHNOLOGICAL EXPENDITURES

      Technological expenditures, excluding reimbursed projects, for the years
      ended December 31, 1999, 1998 and 1997 consisted of the following (in
      thousands):

                                               1999          1998          1997
                                              ------        ------        ------

Research and development .............        $  808        $  864        $1,063
Engineering and other ................           370           138           654
                                              ------        ------        ------
            Total ....................        $1,178        $1,002        $1,717
                                              ======        ======        ======

      The Company was also reimbursed $13.8 million, $11.3 million and $3.9
      million under federally funded research and development contracts during
      the years ended December 31, 1999, 1998 and 1997, respectively.

13.   INCOME TAXES

   The combined provision for U.S. federal and state income taxes for the years
   ended December 31, 1999, 1998 and 1997 consisted of the following (in
   thousands):


                                                1999         1998         1997
                                              -------      -------      -------

Current .................................     $ 1,213      $ 2,520      $ 3,157
Deferred ................................      (2,287)         (17)        (523)
                                              -------      -------      -------
Total income tax expense (benefit) ......     $(1,074)     $ 2,503      $ 2,634
                                              =======      =======      =======

      The federal statutory tax rate for the years ended December 31, 1999, 1998
and 1997 is reconciled to the effective tax rate as follows:

                                              1999           1998          1997
                                            ------         ------        ------
Federal statutory rate ..............         34.0%          34.0%         34.0%
Valuation allowance increase ........        (10.3)          --            --
State and local taxes, net
  of federal effect .................          3.4            3.7           4.0
Other, net ..........................         (1.7)           0.8           0.5
                                            ------         ------        ------

Effective tax rate ..................         25.4%          38.5%         38.5%
                                             ======         ======        ======


                                       52
<PAGE>
      The tax effects of temporary differences that give rise to significant
      portions of the deferred tax assets and liabilities at December 31, 1999
      and 1998 are as follows (in thousands):

                                                              1999         1998
                                                             -------     -------
 DEFERRED TAX ASSETS-
    Excess of tax over book capitalized inventory costs .    $   347     $   309
    Reserves not deductible until paid ..................      3,321       1,985
    Allowance for doubtful accounts .....................        208         224
    Other ...............................................         15        --
    Net operating loss carryforwards ....................      2,603       1,013
                                                             -------     -------
                   Total deferred tax assets ............      6,494       3,531

DEFERRED TAX LIABILITIES-
    Depreciation ........................................      1,155       1,155
                                                             -------     -------

 NET DEFERRED TAX ASSET BEFORE VALUATION ALLOWANCE ......      5,339       2,376

 VALUATION ALLOWANCE ....................................       (661)       --
                                                             -------     -------
 NET DEFERRED TAX ASSET .................................    $ 4,678     $ 2,376
                                                             =======     =======

      The Company has net operating loss carryforwards of $5,711,000 which were
      generated from Lunn operations prior to the merger. Such carryforwards may
      be applied against future taxable income and expire at varying dates
      between 2002 and 2011. As a result of the merger and the subsequent
      ownership change of Lunn, the timing of the realization of the Company's
      net operating loss carryforwards is subject to Section 382 of the Internal
      Revenue Code ("Section 382"). Section 382 generally provides that, if a
      corporation undergoes an ownership change, the amount of taxable income
      that the corporation may offset with net operating loss carryforwards is
      subject to an annual limitation. The Company's estimated annual limitation
      under Section 382 is $1,020,000.

      In addition, Alcore has generated an estimated net operating loss
      carryforward of approximately $12.0 million for state income tax purposes.
      Such carryforwards may be applied against future taxable income at the
      state income tax level and expire in 2018. The valuation allowance of
      $661,000 at December 31, 1999 represents a reserve for the state income
      tax effect for all of the net deferred tax assets generated from the
      Alcore losses. In assessing the realizability of deferred tax assets,
      management considers whether it is more likely than not that some portion
      or all of the deferred tax assets will not be realized. The ultimate
      realization of deferred tax assets is dependent upon the generation of
      future taxable income during the periods in which those temporary
      differences become deductible. Management considers the scheduled reversal
      of deferred tax assets and liabilities, projected future taxable income
      and tax planning strategies in making this assessment. As of December 31,
      1999, it is management's assessment that it is more likely than not that
      the Company will realize the benefits of all the deductible differences
      recorded at that date, with the exception of the potential tax benefits at
      the state income tax level of the Alcore net operating loss carryforward.

                                       53
<PAGE>
14.   EARNINGS (LOSS) PER SHARE

      A reconciliation of the numerators and denominators used in calculating
      basic and diluted earnings (loss) per share ("EPS") for the years ended
      December 31, 1999, 1998 and 1997 follows (in thousands, except share
      information):

<TABLE>
<CAPTION>
                                                      1999             1998           1997
                                                   -----------     -----------     -----------
<S>                                                <C>             <C>             <C>
NUMERATORS USED FOR BASIC AND DILUTED EPS

EPS:
      Net income (loss) .......................    $    (3,160)    $     3,999     $     4,208
      Less:  preferred stock dividends declared            (80)            (80)            (80)
                                                   -----------     -----------     -----------
      Income (loss) available for common shares    $    (3,240)    $     3,919     $     4,128
                                                   ===========     ===========     ===========

DENOMINATORS USED FOR BASIC AND DILUTED EPS

BASIC EPS:
      Weighted average number of common shares
          outstanding .........................      5,273,214       5,270,520       4,157,111

DILUTED EPS:
      Add:  assumed stock conversions, net of
          assumed treasury stock purchases:
          -stock options ......................           --           220,589         198,379
          -stock warrants .....................           --            35,021           6,545
                                                   -----------     -----------     -----------
      Weighted average number of common
          and common equivalent shares ........      5,273,214       5,526,130       4,362,035
                                                   ===========     ===========     ===========
</TABLE>
      No assumed stock conversions were added to the denominator used in the
      diluted EPS calculation for 1999 because to do so would be antidilutive.
      The total number of securities that could potentially dilute basic EPS in
      the future was approximately 523,000.


15.   ACCRUED EXPENSES

      Accrued expenses at December 31, 1999 and 1998 consisted of the following
      (in thousands):

                                                 1999       1998
                                               -------    -------

Payroll and other compensation ............    $ 5,800    $ 4,678
Medical expenses ..........................      1,002        587
Loss on operating lease obligation (note 6)        425       --
Interest expense ..........................        350        297
Other .....................................      2,647      1,036
                                               -------    -------
                     Total ................    $10,224    $ 6,598
                                               =======    =======

                                       54
<PAGE>
      16.  OTHER NONCURRENT ASSETS

      Other noncurrent assets as of December 31, 1999 and 1998 are summarized as
      follows (in thousands):

                                                       1999      1998
                                                      ------    ------

Goodwill, net of accumulated amortization of
    $355 in 1999 and $230 in 1998 ................    $6,055    $6,180
Intangible asset - defined benefit pension plans .       816       956
Assets of non-qualified deferred compensation plan       839       765
  Other ..........................................       651       579
                                                      ------    ------
                Total ............................    $8,361    $8,480
                                                      ======    ======

   17.   CONTINGENCIES

      On October 7, 1999, the New York Office of the Attorney General, on behalf
      of the New York State Department of Environmental Conservation ("NYSDEC"),
      sent a letter to the Company, claiming that Lunn is a potentially
      responsible party ("PRPs") with respect to contamination at the Babylon
      Landfill in Babylon, New York. NYSDEC alleges that Lunn sent waste to the
      Babylon Landfill and that Lunn is jointly and severally liable under the
      Comprehensive Environmental Response, Compensation and Liability Act for
      NYSDEC's response costs in addition to interest, enforcement and future
      costs. According to NYSDEC, there are currently 15 PRPs identified for the
      Babylon Landfill. Lunn is seeking access to NYSDEC's files to determine
      the extent of its liability, if any. The Company has not recorded any
      liability for the contingency as of December 31, 1999.

      On January 28, 2000, ATP and affiliates of Veritas Capital Fund, L.P.
      ("Veritas") entered into an Agreement and Plan of Merger pursuant to which
      Veritas would acquire 100% of the outstanding stock of the Company (the
      "Merger"). The agreement provides that the amount paid for each share of
      the Company's stock shall be $12.75 in cash without interest and gives
      Veritas the right to terminate the Merger at any time during a ten day
      period (the "Optional Termination Period") after delivery of the audited
      financial statements of ATP for the year ended December 31, 1999 (the
      "Audited Financials"). If Veritas terminates the Merger during the
      Optional Termination Period or because of ATP's failure to deliver the
      Audited Financials by April 15, 2000, the Company must reimburse Veritas
      for its expenses incurred in connection with the Merger up to a maximum
      amount of $750,000. The Company has not recorded any liability for this
      contingency as of December 31, 1999.

      The Company has been notified of an investigation by the United States
      Securities and Exchange Commission as a result of possible accounting and
      financial reporting irregularities at Alcore. The Company and management
      are cooperating fully, and because this investigation and the governmental
      investigation referred to in note 2 are in the early stages, their outcome
      is uncertain at this time.

                                       55
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Not Applicable.


                                       56
<PAGE>
ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT

Information Concerning Directors and Executive Officers

The Restated Certificate of Incorporation of the Company authorizes the
Company's Board to fix the number of directors from time to time. The number of
directors is currently established at eight. The Restated Certificate of
Incorporation of the Company also provides for three classes of directors,
designated Class I, Class II and Class III, each currently having three-year
terms of office. Each class of directors is to consist of, as nearly as
possible, one-third of the total number of directors constituting the entire
Company's Board. Except for directors elected to fill vacancies on the Company's
Board (whether created by death, resignation, removal or expansion of the
Company's Board), the directors of each class will be elected for a term of
three years and until their successors have been elected and qualified.

         NAME                    AGE      POSITION
         ----                    ---      --------
         Garrett L. Dominy       54       President, Chief Executive Officer and
                                          Chief Financial Officer, Director
         James C. Carter         64       Chairman of the Board, Director
         Sam P. Douglass         67       Director
         John M. Simon           57       Director
         Gary L. Forbes          56       Director
         Alan W. Baldwin         63       Director
         Robert C. Sigrist       67       Director
         Lawrence E. Wesneski    52       Director

Class I Directors - Terms Expiring 2001

ALAN W. BALDWIN. Mr. Baldwin is a member of the Audit Committee. Mr. Baldwin has
been President of Wren Associates, a business consulting firm, since August
1999. From March 1994 through October 31, 1997, Mr. Baldwin served as the
Chairman of the Board and Chief Executive Officer of Lunn. Mr. Baldwin was Vice
President of Lunn from December 1993 to March 1994 and was an independent
consultant from 1991 to March 1994. Mr. Baldwin served as a director of Lunn
since 1993.

ROBERT C. SIGRIST. Mr. Sigrist is a member of the Nominating Committee. Mr.
Sigrist served as a director of TPG from August 1995 until October 1997. Prior
to that time, Mr. Sigrist served as the President of the Brunswick Technical
Group of Brunswick Corporation for seven years.

LAWRENCE E. WESNESKI. Mr. Wesneski is a member of the Audit Committee and
Nominating Committee. Mr. Wesneski has been President and Chief Executive
Officer of Hoak Breedlove Wesneski & Co. since August 1996. Mr. Wesneski has
been engaged in the investment banking industry for approximately 21 years.
Prior to the formation of Hoak Breedlove Wesneski & Co., Mr. Wesneski was
president and managing director of Breedlove Wesneski & Co. for ten years. Mr.
Wesneski was formerly head of the Southwest Corporate Finance Department of Bear
Stearns & Co., Inc., a Managing Director of Corporate Finance at Eppler, Guerin
& Turner, Inc., and a member of the Corporate Finance Department at Dean Witter
Reynolds, Inc. Mr. Wesneski served as a director of TPG from its inception in
1995 until the Lunn/TPG Merger.

Class II Directors - Terms Expiring 2002

GARRETT L. DOMINY. Mr. Dominy is the President, Chief Executive Officer and
Chief Financial Officer of the Company. Through January 2000, Mr. Dominy served
as the Executive Vice President,

                                       57
<PAGE>
Chief Financial Officer, Assistant Secretary and Treasurer of the Company. Mr.
Dominy served as the Chief Financial Officer, Executive Vice President,
Secretary and Treasurer of TPG from June 1995 until the Lunn/TPG Merger. Prior
to that time, Mr. Dominy was an audit partner of Arthur Andersen Worldwide. Mr.
Dominy is a Certified Public Accountant.

SAM P. DOUGLASS. Mr. Douglass is a member of the Compensation Committee. Mr.
Douglass served as a director of TPG from its inception in 1995 until the
Lunn/TPG Merger. Mr. Douglass has been Chairman of the Board and Chief Executive
Officer of Equus Capital Corporation, the managing general partner of Equus
Equity Appreciation Fund L.P., since its formation in September 1983. Mr.
Douglass has also been Chairman of the Board and Chief Executive Officer of
Equus II Incorporated, an investment company that trades as a closed-end fund on
the American Stock Exchange, and Equus Capital Management Corporation, since
their formation in 1983. Since 1978, Mr. Douglass has served as Chairman and
Chief Executive Officer of Equus Corporation International, an NYSE corporation
engaged in a variety of investment activities.

Class III Directors - Terms Expiring 2000

JAMES S. CARTER. Mr. Carter is the Chairman of the Board. Mr. Carter served as
President and Chief Executive Officer of the Company through January 2000. Mr.
Carter served as the President and Chief Executive Officer and as a director of
TPG from its inception in 1995 until the Lunn/TPG Merger. Mr. Carter served as
an industry consultant from 1993 to 1995 and Vice President and General Manager
of the Composite Structures Division of Alcoa Composites, Inc. from 1989 to
1993. Prior to joining Alcoa Composites, Inc., Mr. Carter was director of
Composites with Northrop Corporation for the B-2 Aircraft Group from 1980 to
1989. Mr. Carter began his career in the aerospace industry with the Brunswick
Technical Group of Brunswick Corporation in 1956.

GARY L. FORBES. Mr. Forbes is a member of the Audit Committee and the
Compensation Committee. Mr. Forbes served as a director of TPG from its
inception in 1995 until the Lunn/TPG Merger. Mr. Forbes has been a Vice
President of Equus Capital Corporation, the managing general partner of Equus
Equity Appreciation Fund L.P. since November 1991. He has been a Vice President
of Equus II Incorporated and Equus Capital Management Corporation since December
1991. Mr. Forbes is a director of Consolidated Graphics, Inc. (a NYSE commercial
printing company), Drypers Corporation (a NASDAQ National Market manufacturer of
disposable diapers), and NCI Building Systems, Inc. (a NYSE manufacturer of
pre-engineered metal buildings).

JOHN M. SIMON. Mr. Simon is a member of the Compensation Committee. Mr. Simon
has been Managing Director of Allen & Company Incorporated for more than five
years. Mr. Simon is a director of Immune Response Corporation and Neurogen
Corporation, both of which are NASDAQ National Market companies. Mr. Simon was
originally elected a director of Lunn in 1993.

Meetings of the Company's Board

The Company's Board met seven times in 1999, and the average attendance at the
aggregate number of Company's Board and committee meetings during such time was
93%. No Director attended fewer than 75% of the aggregate number of meetings of
the Company's Board and the committees on which he or she served held during the
period for which he or she was a Director.

Committees of the Company's Board

The Audit Committee, which is composed entirely of Directors who are not
officers or employees of the Company, reviews the Company's accounting
functions, operations and management and the adequacy

                                       58
<PAGE>
and effectiveness of the internal controls and internal auditing methods and
procedures of the Company. The Audit Committee recommends to the Company's Board
the appointment of the independent public accountants for the Company. In
connection with its duties, the Audit Committee periodically meets privately
with the independent public accountants. The Audit Committee met one time in
1999.

The Compensation Committee, which is composed entirely of Directors who are not
officers or employees of the Company, reviews and acts with respect to pension,
compensation and other employee benefit plans, approves the salary and
compensation of officers of the Company other than the five most highly
compensated officers and makes recommendations to the Company's Board concerning
the salary and compensation of the Chairman of the Board, President and Chief
Executive Officer and any other officer who is or would be among the five
highest paid officers of the Company. The Compensation Committee met one time in
1999. The Nominating Committee advises and makes recommendations to the
Company's Board on all matters concerning the Company's Board procedures and
directorship practices.

The Nominating Committee reviews and makes recommendations to the full Company's
Board concerning the qualifications and selection of candidates as nominees for
election as Directors. In recommending candidates, this committee seeks
individuals who possess broad training and experience in business, finance, law,
government, technology, education or administration and considers factors such
as personal attributes, geographic location and special expertise complementary
to the background and experience of the Company's Board as a whole. The
Nominating Committee met one time in 1999. The committee memberships of each
Director are set forth in his or her biographical information above.

Executive Officers

The following information indicates the position, age and business experience of
the executive officers of the Company. There are no family relationships between
any of the executive officers of the Company.

         NAME             AGE    POSITION
         ----             ---    --------
         H. Dwight Byrd    62    Vice President, President of Marion Composites
         Rick Rashilla     40    President of Lincoln Composites
         Brian Hodges      39    Vice President and President of Intellitec
         Michael Kohler    35    Vice President and President of Lunn Industries

H. DWIGHT BYRD. Mr. Byrd has been a Vice President of the Company and President
of the Marion Composites Division since the Lunn/TPG Merger. From April 1995
until the Lunn/TPG Merger, Mr. Byrd served as a Vice President of TPG and
President of the Marion Composites Division. During the period from April 1992
to April 1995, Mr. Byrd served as General Manager of Brunswick Corporation's
Marion, Virginia division. During 1991 to April 1992, Mr. Byrd served as
Director of Manufacturing for Brunswick's Mercury Marine Division in Stillwater,
Oklahoma.

RICK RASHILLA. Mr. Rashilla has been President of Lincoln Composites since
January 1999. Prior to January 1999, Mr. Rashilla served as Lincoln Composites'
Vice President and General Manager. Mr. Rashilla served as Executive Director of
Business Development along with other senior management positions for
Brunswick's Technical Group between 1983 and 1995. These prior assignments
included senior positions in the Company's diversification projects into Natural
Gas Vehicle Fuel Tanks and Oil

                                       59
<PAGE>
and Gas related products. From 1989 to 1993, Mr. Rashilla was assigned to
Brunswick's Marion, Virginia operation.

BRIAN HODGES. Mr. Hodges has been Vice President of the Company and President of
Intellitec since May 1998. Prior to May 1998, Mr. Hodges served as Intellitec's
Vice President and General Manager for Defense Products and Vice President of
Operations. Mr. Hodges served as Director of Operations, along with other senior
management positions for Brunswick's Technical Group between 1987 and 1995.
Previous to that, Mr. Hodges held supervisory and engineering positions at both
Honeywell, Inc. and Texas Instruments, Inc.

MICHAEL KOHLER. Mr. Kohler has been Vice President of the Company and President
of Lunn Industries since the Lunn/TPG Merger. From 1994 to 1997, Mr. Kohler
served as Director of Engineering for Lunn and, for over three years prior to
1994, served as a quality assurance manager and quality engineer for Lunn.

Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file initial reports
of ownership and reports of changes in ownership with the Securities and
Exchange Commission (the "SEC") and the NASDAQ Stock Market. Such persons are
required by the SEC to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on its review of the copies of such forms received
by it with respect to fiscal 1999, or written representations from certain
reporting persons, the Company believes that all filing requirements applicable
to its directors, officers and persons who own more than 10% of a registered
class of the Company's equity securities have been complied with, except as
follows: Mr. Hodges became an executive officer of the Company on January 1,
1999, but did not report his holdings on a Form 5 until February 15, 1999. Mr.
Wesneski reported a transaction on a Form 5 filed on February 17, 1999 that
should have been filed on February 15, 1999.

                                       60
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents information concerning the compensation of the
Chief Executive Officer and each of the other most highly compensated executive
officers during the 1999 fiscal year (collectively, the "Named Executive
Officers") for services rendered in all capacities to the Company for the fiscal
year ended December 31,1999, as well as the previous two fiscal years:

<TABLE>
<CAPTION>
                                                    ANNUAL COMPENSATION                     LONG-TERM COMPENSATION
                                             ----------------------------------  --------------------------------------------------
                                                                      OTHER      RESTRICTED  SECURITIES
                                                                      ANNUAL       STOCK     UNDERLYING      LTIP       ALL OTHER
                                              SALARY     BONUS     COMPENSATION   AWARD(S)   OPTIONS/SARS   PAYMENTS   COMPENSATION
      NAME                            YEAR     ($)        ($)          ($)           ($)         ($)          ($)         ($)(1)
      ----                            ----   --------   --------   ------------  ----------  ------------   --------   ------------
<S>                                   <C>    <C>        <C>        <C>           <C>         <C>            <C>        <C>
Garrett L. Dominy,                    1999   $274,615   $      0   $          0                         0              $      6,491
President, Chief Executive Officer    1998   $240,577   $ 35,000   $          0                         0              $      6,828
and Chief Financial Officer           1997   $193,259   $      0   $          0                    37,000              $      2,302

James S. Carter,                      1999   $349,539   $      0   $          0                         0              $      8,843
Chairman                              1998   $305,192   $ 50,000   $          0                         0              $      9,914
                                      1997   $246,400   $      0   $          0                    41,500              $     19,466

H. Dwight Byrd,                       1999   $190,962   $      0   $     10,551                         0              $      6,204
Vice President                        1998   $175,264   $      0   $      1,853                         0              $      6,426
                                      1997   $163,427   $      0   $      1,926                    10,000              $      2,851

Edward Kiley, (2)                     1999   $157,500   $      0   $     14,537                         0              $      4,276
Vice President                        1998   $150,000   $      0   $     12,125                         0              $      3,663
                                      1997   $127,412   $      0   $      6,000                    22,500              $      2,405

Brian W. Hodges,                      1999   $137,335   $      0   $      3,909                         0              $      2,780
Vice President                        1998   $116,076   $      0   $      1,846                         0              $      2,351
                                      1997   $101,510   $      0   $          0                    10,000              $        902
</TABLE>
-----------

(1)   "All Other Compensation" for 1999 for the Named Executive Officers is
      comprised of the following: (a) Company contributions to retirement
      savings plans for Messrs. Dominy ($5,000), Carter ($5,000), Byrd ($4,030),
      Kiley ($3,321) and Hodges ($2,660), and (b) the taxable amount of life
      insurance premiums paid by the Company for Messrs. Dominy ($1,491), Carter
      ($3,843), Byrd ($2,174), Kiley ($955) and Hodges ($120).

(2)   As of the date of the filing of this Annual Report on Form 10-K, Mr. Kiley
      is no longer employed by the Company.


                                       61
<PAGE>
Option Grants During 1999 Fiscal Year

The Company did not grant any employee stock options to the Named Executive
Officers during 1999, nor did the Company grant any stock appreciation rights
during 1999.


Option Exercises During 1999 Fiscal Year and Fiscal Year End Option Values

The following table sets forth the aggregate dollar value of shares acquired
upon exercise of stock options during 1999, and in-the-money, unexercised
options held at the end of 1999 by the Named Executive Officers.
<TABLE>
<CAPTION>
                                                                          NUMBER OF SECURITIES              VALUE OF UNEXERCISED
                                                                          UNDERLYING UNEXERCISED                IN-THE-MONEY
                                                                              OPTIONS/SARS AT                   OPTIONS/SARS
                                              SHARES         VALUE            FISCAL YEAR-END               AT FISCAL YEAR END($)
                                            ACQUIRED ON     REALIZED    ----------------------------    ----------------------------
          NAME                              EXERCISE (#)      ($)       EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
----------------------------------------    ------------    --------    -----------    -------------    -----------    -------------
<S>                                         <C>             <C>         <C>            <C>              <C>            <C>
Garrett L. Dominy ......................               0           0         14,800           22,200    $         0    $           0

James S. Carter ........................               0           0         16,600           24,900    $         0    $           0

H. Dwight Byrd .........................               0           0          4,000            6,000    $         0    $           0

Edward Kiley ...........................           2,500    $ 21,875         21,000            1,500    $   116,750    $           0

Brian W. Hodges ........................               0           0         12,967           11,978    $   121,301    $      80,867
</TABLE>
Compensation Of Directors

Directors who are not employees of the Company receive $20,000 annually.
Additionally, non-employee directors who have not previously served on the
Company's Board receive a grant under the Advanced Technical Products, Inc.
Non-Employee Director Stock Option Plan (the "Non-Employee Director Plan") of
options to purchase 7,500 shares of the Company Common Stock upon commencement
of their term, and continuing non-employee directors receive a grant under the
Non-Employee Director Plan of options to purchase 1,000 shares of the Company
Common Stock immediately following each annual meeting of the stockholders.

Employment Agreements

The Company and each of James S. Carter and Garrett L. Dominy have amended the
employment agreements between the Company and each executive. Pursuant to the
amended employment agreements, Mr. Carter will serve as Chairman of the Board
and director of the Company, and Mr. Dominy will serve as President, Chief
Executive Officer and Chief Financial Officer of the Company. Mr. Carter will
serve as Chairman of the Board and a director of the Company until June 30, 2000
and will receive a biweekly salary based on $350,000 per year. After June 30,
2000, Mr. Carter's employment with the Company will cease, and Mr. Carter shall
receive a severance amount equal to his salary, based on $350,000 per year
payable biweekly for the period commencing July 1, 2000 and ending on December
31, 2001. Mr. Dominy's employment agreement provides for a base salary of
$325,000 per year as of February 1, 2000 subject to an annual increase based, at
a minimum, on the consumer price index for the previous year; provided that from
February 1, 2000 through the earlier of (i) the date on which the Company
secures substantial additional financing or (ii) the date on which the Company
is sold or otherwise acquired,

                                       62
<PAGE>
including, without limitation the consummation of the merger with affiliates of
the Veritas Capital Fund, LP (a "Payment Event") Mr. Dominy shall be paid out
only that pro rata amount of his annual salary based on $275,000 per year and
the remaining pro rata amount based on $50,000 per year shall be accrued by the
Company and paid to Mr. Dominy after consummation of a Payment Event. Mr. Dominy
is also entitled to receive, subject to the discretion of the Company's Board,
an annual bonus of up to 75% of his then annual base salary. Mr. Dominy's
employment agreement is terminable by the Company with or without cause;
provided that if the Company terminates the employment of Mr. Dominy without
cause, Mr. Dominy will be entitled to continue to receive his base salary and
incentive bonus for 18 months; provided, however, if the sale of the Company
other than to the affiliates of Veritas Capital Fund, LP is consummated or
agreed pursuant to a definitive agreement prior to July 30, 2000, the 18 month
period will be extended to 36 months. Mr. Dominy's employment agreement also
provides that if there is a "change in control" of the Company or a constructive
termination of Mr. Dominy without cause, then Mr. Dominy is entitled to a
lump-sum payment of a specified amount within 60 days of the effective date of
termination. Following any termination of Mr. Dominy's employment for cause or
upon Mr. Dominy's breach of the terms of his employment agreement, it is
expected that Mr. Dominy will be subject to non-disclosure and non-competition
covenants for up to two years.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Company's Board is responsible for determining
executive compensation. The Compensation Committee is currently comprised of
three non-employee directors, Mr. Douglass, Mr. Forbes and Mr. Simon.

Report of the Compensation Committee

The Compensation Committee of the Company's Board (the "Committee"), which
consists of three independent outside directors, reviews and approves the
Company's total compensation philosophy and programs covering executive officers
and key management employees. The Committee reviews the performance levels of
executive officers and determines the annual base salaries and incentive awards
to be paid.

The Company's executive compensation program is designed to help the Company
attract, motivate and retain the executive resources that the Company needs in
order to maximize its return to stockholders. Specifically, the goals of the
Company's

      1.    align executive compensation with the interests of the stockholders;

      2.    provide compensation packages that are consistent with competitive
            market norms for companies similar in size, activity and complexity
            to the Company;

      3.    link pay to Company, operating group and individual performance; and

      4.    achieve a balance between incentives for short-term and long-term
            performance.

The principal elements of compensation provided to executive and other officers
of the Company historically have consisted of a base salary, annual incentives
and stock option grants. The Committee estimates an executive's level of total
compensation based on information drawn from a variety of sources, including
proxy statements, special surveys and compensation consultants. Total
compensation is targeted to be competitive at the median level of a peer group
of comparable companies.

                                       63
<PAGE>
Base Salary

Salaries for executive officers are determined by the Committee annually, based
on review of each executive's level of responsibility, experience, expertise and
sustained corporate, business unit and individual performance. The Committee
exercises its judgment based upon the above criteria and does not apply a
specific formula or assign a weight to each factor considered.

Annual Incentive Compensation

Annual incentive awards are designed to focus management's attention on the
performance of the Company, particularly in the short-term. At the beginning of
each year, the Company's Board establishes performance goals of the Company for
that year, which may include target increases in sales, net income and earnings
per share, as well as more subjective goals. Incentive awards are based upon the
achievement of one or more of these goals.

Stock Option Program

Each executive officer is eligible to receive a grant of stock options with an
exercise price equal to the fair market value of the stock on the grant date.
Stock options are designed to focus executives on the long-term performance of
the Company by enabling executives to share in any increases in value of the
Company's stock. Accordingly, the Committee believes that the grant of stock
options is a significant method of aligning management's long-term interests
with those of the stockholders of the Company.

Chief Executive Officer Compensation

Mr. Dominy, the President, Chief Executive Officer and Chief Financial Officer
of the Company, is entitled to receive a minimum annual salary of $325,000
pursuant to his employment agreement with the Company. Subject to this minimum,
Mr. Dominy's base salary rate may be adjusted at the discretion of the Company's
Board based upon such factors as the Company's Board deems appropriate. Mr.
Dominy's base salary for fiscal 1999 was $275,000. The Committee believes that
Mr. Dominy's total compensation is near the median for the chief executive
officers of the Company's peer group.

This report is submitted by the members of the Compensation Committee.

                                 SAM P. DOUGLASS
                                 GARY L. FORBES
                                 JOHN M. SIMON


                                       64
<PAGE>
Stock Performance Chart

Set forth below is a table comparing the cumulative total returns (assuming an
investment of $100 on December 31, 1994 and reinvestment of dividends) of the
Company, the Standard and Poor's 500 Composite Stock Index (the "S&P 500 Index")
and the Aerospace/Defense 500 Index. The value of the investment in the Company
for the period reflected is based on the market price of the stock of Lunn
restated for the 10-to-1 reverse stock split effected by the Lunn/TPG Merger.

<TABLE>
<CAPTION>
                                    12/31/94    12/31/95    12/31/96    12/31/97    12/31/98    12/31/99
                                    --------    --------    --------    --------    --------    --------
<S>                                 <C>          <C>         <C>         <C>         <C>         <C>
The Company ....................      100.00       149.9       149.9       212.0       146.0       223.0
S&P 500 Index ..................      100.00       137.5       168.9       225.2       289.4       350.3
Aerospace/Defense 500 Index ....      100.00       165.3       220.9       227.3       174.3       169.9
</TABLE>
                                       65
<PAGE>
ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT

The following table sets forth, as of May 19, 2000, the number of shares of the
Company Common Stock and the 8% Cumulative Redeemable Preferred Stock, par value
$1.00 per share, of the Company (the "the Company Preferred Stock") beneficially
owned by (1) each person or group known by the Company to own beneficially more
than 5% of the outstanding shares of the Company Common Stock, (2) each director
and each nominee for director, (3) the Company's Chief Executive Officer and
each of the Company's four other most highly compensated executive officers, and
(4) all directors and executive officers as a group. Except as otherwise
indicated, each of the persons or groups named below has sole voting power and
investment power with respect to the Company Common Stock and the Company
Preferred Stock.

<TABLE>
<CAPTION>
                                                   COMMON STOCK           PREFERRED STOCK
                                               ---------------------    ---------------------
NAME OF BENEFICIAL OWNER OR GROUP                SHARES     PERCENT       SHARES     PERCENT
                                               ---------   ---------    ---------   ---------
<S>                                            <C>         <C>          <C>         <C>
Equus Corporation International (1)(2) .....     267,602        5.09%     913,043       91.30%
Equus Capital Management Corporation (1)(2)      267,602        5.09%     913,043       91.30%
Equus Equity Appreciation Fund, L.P. (2) ...        --          --        913,043       91.30%
Alan W. Baldwin (3) ........................      56,000        1.05%        --          --
H. Dwight Byrd (4) .........................     203,438        3.82%        --          --
James S. Carter (5) ........................     312,387        5.87%        --          --
Garrett L. Dominy (6) ......................     173,006        3.25%        --          --
Sam P. Douglass (1)(2)(7)(8) ...............     398,200        7.48%     913,043       91.30%
Gary L. Forbes (8) .........................      67,219        1.26%        --          --
Robert C. Sigrist (8) ......................      62,657        1.18%      21,739        2.17%
John M. Simon (9) ..........................      38,550           *         --          --
Lawrence E. Wesneski (8)(10) ...............     147,977        2.78%      15,946        1.59%
Brian W. Hodges (11) .......................      16,185           *         --          --
Nicholas - Applegate Capital Management (12)     582,200       10.93%        --          --
All directors and executive officers
   as a group (12 persons) (13) ............   1,493,268       28.04%      37,685        3.77%
</TABLE>
*     Less than one percent.
------

(1)   Equus Capital Management Corporation ("ECMC") owns beneficially and of
      record 11,750 shares of the Company Common Stock. ECMC may also be deemed
      to beneficially own 255,852 shares of the Company Common Stock that are
      owned beneficially and of record by Equus Capital Corporation ("ECC"), a
      wholly-owned subsidiary of ECMC. ECMC disclaims beneficial ownership of
      these shares. Equus Corporation International ("ECI") may be deemed to own
      the 267,602 shares that are beneficially owned by ECMC as a result of
      ECI's ownership of 80% of the common stock of ECMC. ECI disclaims
      beneficial ownership of those shares.

(2)   Equus Equity Appreciation Fund, L.P. ("EEAF") owns beneficially and of
      record 913,043 shares of the Company Preferred Stock. ECMC and ECI may be
      deemed to beneficially own the 913,043 shares of the Company Preferred
      Stock owned by EEAF as a result of the relationship described in (1)
      above. Each of ECMC and ECI disclaim beneficial ownership of these shares.
      In addition, Mr. Douglass may be deemed to beneficially own the 913,043
      shares of the Company Preferred Stock that ECI may be deemed to own as a
      result of the relationship described in (7) below. Mr. Douglass disclaims
      beneficial ownership of these shares.

                                       66
<PAGE>
(3)   Includes 50,000 shares of the Company Common Stock that may be acquired
      within 60 days of May 19, 2000 upon exercise of options granted by the
      Company and 6,000 shares of the Company Common Stock that may be acquired
      within 60 days of May 19, 2000 upon exercise of options granted pursuant
      to the Non-Employee Director Plan.

(4)   Includes 197,191 shares of the Company Common Stock held by the Harvey
      Dwight Byrd, Sr. Revocable Trust DTD, which Mr. Byrd may be deemed to own
      as a settlor and trustee of such trust. Mr. Byrd disclaims beneficial
      ownership of these shares. In addition, includes 438 shares purchased
      through the Purchase Plan and 4,000 shares of the Company Common Stock
      that may be acquired within 60 days of May 19, 2000 upon exercise of
      options granted pursuant to the 1997 Advanced Technical Products, Inc.
      Stock Option Plan (the "Employee Plan").

(5)   Includes 16,600 shares of the Company Common Stock that may be acquired
      within 60 days of May 19, 2000 upon exercise of options granted pursuant
      to the Employee Plan.

(6)   Includes 14,800 shares of the Company Common Stock that may be acquired
      within 60 days of May 19, 2000 upon exercise of options granted pursuant
      to the Employee Plan and 453 shares purchased through the Purchase Plan.

(7)   Includes 267,602 shares of the Company Common Stock that each of the
      Douglass Trust IV, FBO Preston Douglass, Jr. and the Douglass Trust IV,
      FBO Brooke Douglass (collectively, the "Douglass Trusts") that may be
      deemed to beneficially own as a result of their ownership of all of the
      outstanding common stock of ECI. Mr. Douglass is the trustee of the
      Douglass Trusts. Mr. Douglass, for himself and as trustee of the Douglass
      Trusts, disclaims beneficial ownership of such shares. In addition,
      includes 54,112 shares of the Company Common Stock that are owned of
      record by the Douglass Trust IV, FBO Preston Douglass, Jr. and 54,112
      shares of the Company Common Stock that are owned of record by the
      Douglass Trust IV, FBO Brooke Douglass. Mr. Douglass disclaims beneficial
      ownership of these shares. In addition, includes 8,187 shares of the
      Company Common Stock that are owned of record by the Tiel Trust, FBO Sam
      P. Douglass and 8,187 shares of the Company Common Stock that are owned of
      record by the Tiel Trust, FBO Paula T. Douglass. Mr. Douglass disclaims
      beneficial ownership of these shares.

(8)   Includes 6,000 shares of the Company Common Stock that may be acquired
      within 60 days of May 19, 2000 upon exercise of options granted under the
      Non-Employee Director Plan.

(9)   Includes 32,050 shares of the Company Common Stock that are owned of
      record by Allen & Company, Inc. Mr. Simon disclaims beneficial ownership
      of these shares. In addition, includes 1,500 shares of the Company Common
      Stock that may be acquired within 60 days of May 18, 2000 upon exercise of
      options granted by ATP and 5,000 shares that may be acquired within 60
      days of May 18, 2000 upon exercise of options granted under the
      Non-Employee Director Plan.

(10)  Includes 43,382 shares of the Company Common Stock held directly by Mr.
      Wesneski through a SEPIRA and 98,595 shares held by Breedlove & Wesneski,
      L.P., of which Mr. Wesneski is a general partner.

(11)  Includes 15,956 shares of the Company Common Stock that may be acquired
      within 60 days of May 19, 2000 upon exercise of options granted pursuant
      to the Employee Plan and 229 shares purchased through the Purchase Plan.

(12)  Based upon a Schedule 13G dated February 10, 2000.

(13)  Includes 17,439 shares of the Company Common Stock which may be acquired
      within 60 days of May 19, 2000 pursuant to the exercise of options.

                                       67
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 28, 1995, TPG loaned James S. Carter, then its President and Chief
Executive Officer, $74,925 to help fund Mr. Carter's acquisition of 35,625
shares of the common stock of TPG, which were then converted into 295,787 shares
of the common stock of the Company. Mr. Carter executed a promissory note in
favor of TPG, bearing interest at 8% per annum, the principal and interest of
which mature on April 28, 2001. The promissory note from Mr. Carter is secured
by a stock pledge agreement pursuant to which Mr. Carter pledged his shares to
TPG. As of December 31, 1999, an aggregate of $107,371 of principal and accrued
and unpaid interest were due and owing under such note.

On June 1, 1995, TPG loaned Garrett L. Dominy, then its Executive Vice President
and Chief Financial Officer, $39,960 to help fund Mr. Dominy's acquisition of
19,000 shares of the common stock of TPG, which were then converted into 157,753
shares of the common stock of the Company. Mr. Dominy executed a promissory note
in favor of TPG, bearing interest at 8% per annum, the principal and interest of
which mature on April 28, 2001. The promissory note from Mr. Dominy is secured
by a stock pledge agreement pursuant to which Mr. Dominy pledged his shares to
TPG. As of December 31, 1999, an aggregate of $56,902 of principal and accrued
and unpaid interest were due and owing under such note.

The Company has engaged Allen, an investment bank of which John Simon is a
Managing Director, to act as its financial advisor in connection with the
potential Veritas Merger. Pursuant to the terms of such engagement, Allen is to
receive a fee of $1,250,000 and the reimbursement of its fees and expenses.

                                       68
<PAGE>
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

   1. Financial Statements:

      Independent auditor's report

      Consolidated balance sheets at December 31, 1999 and 1998

      Consolidated statements of operations for the years ended December 31,
      1999, 1998 and 1997

      Consolidated statements of comprehensive income (loss) for the years ended
      December 31, 1999, 1998 and 1997

      Consolidated statements of cash flows for the years ended December 31,
      1999, 1998 and 1997

      Notes to consolidated financial statements

   2. Financial Statement Schedules:

      None

                                       69
<PAGE>
   3. Exhibits:

EXHIBIT
  NO.                              DESCRIPTION
-------  ----------------------------------------------------------------------
2.1      Agreement and Plan of Merger dated June 6, 1997 by and between Lunn
         Industries, Inc. and TPG Holdings, Inc., as amended by Amendment to
         Agreement and Plan of Merger dated August 22, 1997 by and between Lunn
         Industries, Inc. and TPG Holdings, Inc. (exhibits and schedules
         omitted) (incorporated by reference to Exhibit 2.1 to the Company's
         Current Report on Form 8-K dated November 14, 1997).

3.1      Amended and Restated Certificate of Incorporation of the Company
         (incorporated by reference to Exhibit 3 to the Company's Quarterly
         Report on Form 10-QSB for the period ended September 30, 1997).

3.2      Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the
         Company's Quarterly Report on Form 10-QSB for the period ended
         September 30, 1996).

10.1     Lease covering the Jessup, Maryland Plant (incorporated by reference to
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1992).

10.2     Lease for the Company's facilities located in Glen Cove, New York dated
         January 1, 1995 between Grill Leasing Corp. and Lunn Industries, Inc.
         (incorporated by reference to Exhibit 10.12 to the Company's Quarterly
         Report on Form 10-QSB for the period ended March 31, 1995).

10.3     Amendment to the Company's 1994 Stock Incentive Plan adopted at the
         1996 Annual Shareholders Meeting on September 26, 1996 (incorporated by
         reference to Exhibit 10.1 to the Company's Quarterly Report on Form
         10-QSB for the period ended September 30, 1996).

10.4     Engagement letter dated February 21, 1996 between the Company and J.E.
         Sheehan & Co., Inc. for the placement of 3.5 million shares of the
         Company's common stock in a private placement (incorporated by
         reference to Exhibit 10.1 to the Company's Quarterly Report on Form
         10-QSB for period ended March 31, 1996).

10.5     Credit Agreement dated November 22, 1996 between Lunn Industries, Inc.
         and Alcore, Inc. and First Union National Bank of Maryland
         (incorporated by reference to Exhibit 10.26 to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1996).

10.6     Promissory Note dated November 15, 1996 payable to the order of First
         Union National Bank of Maryland (incorporated by reference to Exhibit
         10.27 to the Company's Annual Report on Form 10-KSB for the year ended
         December 31, 1996).

10.7     Security Agreement dated November 22, 1996 between Lunn Industries,
         Inc. and Alcore, Inc. and First Union National Bank of Maryland
         (incorporated by reference to Exhibit 10.28 to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1996).

10.8     Loan Agreement dated as of May 1, 1997 between Maryland Industrial
         Development Authority and Alcore, Inc. (incorporated by reference to
         Exhibit 10.2 to the Company's Current Report on Form 8-K dated June 2,
         1997).

10.9     Trust Indenture dated as of May 1, 1997 by and among Maryland
         Industrial Development Financing Authority, First Union National Bank
         of Virginia and Branch Banking and Trust Company (incorporated by
         reference to Exhibit 10.3 to the

                                       70
<PAGE>
         Company's Current Report on Form 8-K dated June 2, 1997).

10.10    Promissory Note dated May 15, 1997 payable to Maryland Industrial
         Development Financing Authority for the sum of $2.6 million
         (incorporated by reference to Exhibit 10.1 to the Company's Current
         Report on Form 8-K dated June 2, 1997).

10.11    Guaranty Agreement dated May 1, 1997 made by Lunn Industries, Inc. in
         favor of First Union National Bank of North Carolina (incorporated by
         reference to Exhibit 10.4 to the Company's Current Report on Form 8-K
         dated June 2, 1997).

10.12    Letter of Credit and Reimbursement Agreement by and between Alcore,
         Inc. and First Union National Bank of North Carolina dated May 1, 1997
         (incorporated by reference to Exhibit 10.5 to the Company's Current
         Report on Form 8-K dated June 2, 1997).

10.13    Security Agreement dated as of May 1, 1997 by and among Alcore, Inc.,
         Lunn Industries, Inc., First Union Bank of North Carolina, The Maryland
         Industrial Development Financing Authority and First Union National
         Bank of Maryland (incorporated by reference to Exhibit 10.2 to the
         Company's Current Report on Form 8-K dated June 2, 1997).

10.14    Loan and Security Agreement dated December 27, 1996, by and among Fleet
         Capital Corporation and Technical Products Group, Inc., Marion
         Properties, Inc., Deland Properties, Inc. and Lincoln Properties, Inc.
         (incorporated by reference to Exhibit 10.14 to the Company's Annual
         Report on Form 10-K for the year ended December 31, 1997).

10.15    First Amendment to Loan and Security Agreement dated June 10, 1997, by
         and among Fleet Capital Corporation and Technical Products Group, Inc.,
         Marion Properties, Inc., Deland Properties, Inc. and Lincoln
         Properties, Inc. (incorporated by reference to Exhibit 10.15 to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1997).

10.16    Second Amendment to Loan and Security Agreement dated October 31, 1997,
         by and among Fleet Capital Corporation and Technical Products Group,
         Inc., Marion Properties, Inc., Deland Properties, Inc. and Lincoln
         Properties, Inc. (incorporated by reference to Exhibit 10.16 to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1997).

10.17    Secured Promissory Note payable to Fleet Capital Corporation executed
         by Technical Products Group, Inc., Marion Properties, Inc., Deland
         Properties, Inc. and Lincoln Properties, Inc. (incorporated by
         reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1997).

10.18    Equipment Promissory Note payable to Fleet Capital Corporation executed
         by Technical Products Group, Inc., Marion Properties, Inc., Deland
         Properties, Inc. and Lincoln Properties, Inc. (incorporated by
         reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1997).

10.19    Form of Commercial Net Building and Ground Lease of Lincoln Air Park
         West by and between Brunswick Corporation and Airport Authority of the
         City of Lincoln, Nebraska, together with form of Lease Extension
         Agreement, regarding various facilities of the Lincoln Composites
         Division located in Lincoln, Nebraska

                                       71
<PAGE>
         (incorporated by reference to Exhibit 10.19 to the Company's Annual
         Report on Form 10-K for the year ended December 31, 1997).

10.20    Lease dated October 15, 1997 by and between LPR Partnership and
         Technical Products Group, Inc., through the Lincoln Composites
         Division, regarding premises located in Lincoln, Nebraska (incorporated
         by reference to Exhibit 10.20 to the Company's Annual Report on Form
         10-K for the year ended December 31, 1997).

10.21*   Amended and Restated Employment Agreement dated November 1, 1997 by and
         between the Company and James S. Carter (incorporated by reference to
         Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997).

10.22*   Amended and Restated Employment Agreement dated November 1, 1997 by and
         between the Company and Garrett L. Dominy (incorporated by reference to
         Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997).

10.23*   1997 Advanced Technical Products, Inc. Stock Option Plan (incorporated
         by reference to Exhibit 10.23 to the Company's Annual Report on Form
         10-K for the year ended December 31, 1997).

10.24*   Form of Incentive Stock Option Agreement for options granted under
         Advanced Technical Products, Inc. Stock Option Plan (incorporated by
         reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1997).

10.25*   Advanced Technical Products, Inc. Non-Employee Directors Stock Option
         Plan (incorporated by reference to Exhibit 10.25 to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1997).

10.26*   Form of Nonqualified Stock Option Agreement for options granted under
         Advanced Technical Products, Inc. Non-Employee Directors Stock Option
         Plan (incorporated by reference to Exhibit 10.26 to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1997).

10.27*   Technical Products Group, Inc. Deferred Compensation Plan (incorporated
         by reference to Exhibit 10.27 to the Company's Annual Report on Form
         10-K for the year ended December 31, 1997).

10.28*   Rabbi Trust Agreement executed in connection with Technical Products
         Group, Inc. Deferred Compensation Plan (incorporated by reference to
         Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997).

10.29    Lease Agreement dated January 21, 1998 by and between FRP Lakeside
         L.P., as landlord, and Alcore, Inc., as tenant (incorporated by
         reference to Exhibit 10.29 to the Company's Quarterly Report on Form
         10-Q for the quarterly period ended April 3, 1998).

10.30    Lease Agreement dated April 14, 1998 by and between Mansell Overlook
         200, LLC, and Advanced Technical Products, Inc. (incorporated by
         reference to Exhibit 10.29 to the Company's Quarterly Report on Form
         10-Q for the quarterly period ended April 3, 1998).

                                       72
<PAGE>
10.31    Amended and Restated Loan and Security Agreement dated March 31, 1998
         between Advanced Technical Products, Inc., Alcore,Inc., Technical
         Products Group, Inc., Marion Properties, Inc., Deland Properties, Inc.
         and Lincoln Properties, Inc., collectively, as borrower, and Fleet
         Capital Corporation, as lender (incorporated by reference to Exhibit
         10.31 to the Company's Quarterly Report on Form 10-Q for the quarterly
         period ended July 3, 1998).

10.32    First Amendment to Amended and Restated Loan and SecurityAgreement
         dated June 26, 1998 by and between Advanced Technical Products, Inc.,
         Alcore, Inc., Technical Products Group, Inc., Marion Properties, Inc.,
         Deland Properties, Inc. and Lincoln Properties, Inc., collectively, as
         borrower, and Fleet Capital Corporation, as lender (incorporated by
         reference to Exhibit 10.32 to the Company's Quarterly Report on Form
         10-Q for the quarterly period ended July 3, 1998).

10.33    Second Amended and Restated Equipment Promissory Note dated June 26,
         1998, executed by Advanced Technical Products, Inc., Alcore, Inc.,
         Technical Products Group, Inc., Marion Properties, Inc., Deland
         Properties, Inc. and Properties, Inc. (incorporated by reference to
         Exhibit 10.33 to the Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 3, 1998).

10.34    Lease Agreement dated May 11, 1998 by and between George W. Hendricks
         and Barbara J. Hendricks and the Lincoln Composites Division of
         Advanced Technical Products, Inc. (incorporated by reference to Exhibit
         10.34 to the Company's Quarterly Report on Form 10-Q for the quarterly
         period ended October 2, 1998).

10.35    Advanced Technical Products, Inc. 1998 Employee Stock Purchase Plan
         dated October 29, 1998 (incorporated by reference to the Company's
         Proxy Statement on Form 14A dated October 1, 1999)

10.36    Agreement and Plan of Merger dated September 3, 1999 by and among
         Advanced Technical Products, Inc., ATP Acquisition Corp. and ATP
         Holding Corp. (incorporated by reference to the Company's Proxy
         Statement on Form 14A dated October 1, 1999)

10.37    Advanced Technical Products, Inc. 401 (k) Plan Adoption Agreement dated
         September 16, 1999 (filed herewith)

10.38    Third Amendment to Amended and Restated Loan and Security Agreement
         dated September 22, 1999 by and among Advanced Technical Products,
         Inc., Alcore, Inc., Technical Products Group, Inc., Marion Properties,
         Inc., Deland Properties, Inc. and Lincoln Properties, Inc.,
         collectively, as borrower, and Fleet Capital Corporation, as lender (to
         be filed by amendment)

10.39    January 2000 Agreement and Plan of Merger dated January 28, 2000 by and
         among Advanced Technical Products, Inc., ATP Acquisition Corp. and ATP
         Holding Corp. (incorporated by reference to Exhibit 2.1 to the
         Company's Current Report on Form 8-K dated January 28, 2000)

10.40    Termination Agreement and Plan dated January 28, 2000 by and among
         Advanced Technical Products, Inc., ATP Acquisition Corp. and ATP
         Holding Corp. (incorporated by reference to Exhibit 2.2 to the
         Company's Current Report on Form 8-K dated January 28, 2000)

10.41    Fourth Amendment to Amended and Restated Loan and Security Agreement
         dated February 18, 2000 by and among Advanced Technical Products, Inc.,
         Alcore, Inc., Technical Products Group, Inc., Marion Properties, Inc.,
         Deland Properties, Inc. and Lincoln Properties, Inc., collectively, as
         borrower, and Fleet Capital Corporation, as lender (to be filed by
         amendment)

                                       73
<PAGE>
10.42    Rights Agreement dated March 3, 2000 between the Company and American
         Stock Transfer & Trust Company, as Rights Agent (incorporated by
         reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
         dated March 9, 2000)

10.43*   Amendment to Amended and Restated Employment Agreement dated March
         30, 2000 by and between the Company and Garrett L. Dominy (filed
         herewith)

10.44*   Amendment to Amended and Restated Employment Agreement dated March
         30, 2000 by and between the Company and James S. Carter (filed
         herewith)

10.45    Amendment to Letter of Credit and Reimbursement Agreement by and
         between Alcore, Inc. and First Union National Bank dated May 12, 2000
         (to be filed by amendment)


10.46    Pledge and Security Agreement made by Alcore, Inc., to and for the
         benefit of First Union National Bank dated May 12, 2000 (to be filed by
         amendment)

10.47    Fifth Amendment to Amended and Restated Loan and Security Agreement
         dated May 16, 2000 by and among Advanced Technical Products, Inc.,
         Alcore, Inc., Technical Products Group, Inc., Marion Properties, Inc.,
         Deland Properties, Inc. and Lincoln Properties, Inc., collectively, as
         borrower, and Fleet Capital Corporation, as lender (to be filed by
         amendment)

21.1*    List of subsidiaries of Advanced Technical Products, Inc.

23.1*    Consent of KPMG LLP.

27.0*    Financial Data Schedule.

--------------

*  Indicates management contract or compensatory plan or arrangement.

(b)   Reports on Form 8-K:

      A current report on Form 8-K dated September 15, 1999 reporting under Item
      5 - Other Events was filed announcing the Company's entering into an
      Agreement and Plan of Merger with two affiliates of Veritas Capital Fund,
      LP: ATP Acquisition Corp. and ATP Holding Corp.

      A current report on Form 8-K dated November 2, 1999 reporting under Item 5
      - Other Events was filed announcing the Company's shareholders' approval
      of the Agreement and Plan of Merger with two affiliates of Veritas Capital
      Fund, LP: ATP Acquisition Corp. and ATP Holding Corp.

      A current report on Form 8-K dated February 16, 2000 reporting under Item
      5 - Other Events was filed announcing (i) the termination of the Agreement
      and Plan of Merger, dated September 3, 1999 among the Company and two
      affiliates of Veritas Capital Fund, LP: ATP Acquisition Corp.

                                       74
<PAGE>
      and ATP Holding Corp., and (ii) the Company's entering into the January
      2000 Agreement and Plan of Merger with two affiliates of Veritas Capital
      Fund, LP: ATP Acquisition Corp. and ATP Holding Corp.

      A current report on Form 8-K dated March 9, 2000 reporting under Item 5 -
      Other Events was filed announcing the Company's Board of Directors'
      adoption of a stockholders' rights plan.

      A current report on Form 8-K dated May 18, 2000 reporting under Item 5 -
      Other Events was filed announcing (i) the Company's adjustments to its
      financial statements for 1998 and the first three quarters of 1999 and
      (ii) the Company's delivering audited financial statements to Veritas
      pursuant to the January 2000 Merger Agreement.


                                   SIGNATURES

   Pursuant to the requirements of the Section 13 or 15(d) 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, in the City of
Atlanta, State of Georgia, on May 22, 2000

ADVANCED TECHNICAL PRODUCTS, INC.


                                       /S/  GARRETT L. DOMINY
                                            Garrett L. Dominy
                                       (A) CHIEF EXECUTIVE OFFICER AND PRESIDENT

                                       (B) CHIEF FINANCIAL OFFICER


      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

      SIGNATURE                        TITLE                             DATE
      ---------                        -----                             ----
/S/ GARRETT L. DOMINY       CHIEF EXECUTIVE OFFICER, PRESIDENT,     May 22, 2000
    Garrett L. Dominy       CHIEF FINANCIAL OFFICER AND
                            TREASURER (PRINCIPAL EXECUTIVE
                            OFFICER, PRINCIPAL FINANCIAL
                            OFFICER AND PRINCIPAL ACCOUNTING
                            OFFICER) AND DIRECTOR

                                       75
<PAGE>
/S/ JAMES S. CARTER         CHAIRMAN OF THE BOARD, AND DIRECTOR     May 22, 2000
    James S. Carter

/S/ ALAN W. BALDWIN         DIRECTOR                                May 22, 2000
    Alan W. Baldwin

/S/ ROBERT C. SIGRIST       DIRECTOR                                May 22, 2000
    Robert C. Sigrist

/S/ LAWRENCE E. WESNESKI    DIRECTOR                                May 22, 2000
    Lawrence E. Wesneski

/S/ SAM P. DOUGLASS         DIRECTOR                                May 22, 2000
    Sam P. Douglass

/S/ GARY L. FORBES          DIRECTOR                                May 22, 2000
    Gary L. Forbes

/S/ JOHN M. SIMON           DIRECTOR                                May 22, 2000
    John M. Simon

                                       76
<PAGE>
                                  EXHIBIT INDEX

EXHIBIT
  NO.                              DESCRIPTION
-------  ----------------------------------------------------------------------
2.1      Agreement and Plan of Merger dated June 6, 1997 by and between Lunn
         Industries, Inc. and TPG Holdings, Inc., as amended by Amendment to
         Agreement and Plan of Merger dated August 22, 1997 by and between Lunn
         Industries, Inc. and TPG Holdings, Inc. (exhibits and schedules
         omitted) (incorporated by reference to Exhibit 2.1 to the Company's
         Current Report on Form 8-K dated November 14, 1997).

3.1      Amended and Restated Certificate of Incorporation of the Company
         (incorporated by reference to Exhibit 3 to the Company's Quarterly
         Report on Form 10-QSB for the period ended September 30, 1997).

3.2      Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the
         Company's Quarterly Report on Form 10-QSB for the period ended
         September 30, 1996).

10.1     Lease covering the Jessup, Maryland Plant (incorporated by reference to
         the Company's Annual Report on Form 10-K for the year ended December
         31, 1992).

10.2     Lease for the Company's facilities located in Glen Cove, New York dated
         January 1, 1995 between Grill Leasing Corp. and Lunn Industries, Inc.
         (incorporated by reference to Exhibit 10.12 to the Company's Quarterly
         Report on Form 10-QSB for the period ended March 31, 1995).

10.3     Amendment to the Company's 1994 Stock Incentive Plan adopted at the
         1996 Annual Shareholders Meeting on September 26, 1996 (incorporated by
         reference to Exhibit 10.1 to the Company's Quarterly Report on Form
         10-QSB for the period ended September 30, 1996).

10.4     Engagement letter dated February 21, 1996 between the Company and J.E.
         Sheehan & Co., Inc. for the placement of 3.5 million shares of the
         Company's common stock in a private placement (incorporated by
         reference to Exhibit 10.1 to the Company's Quarterly Report on Form
         10-QSB for period ended March 31, 1996).

10.5     Credit Agreement dated November 22, 1996 between Lunn Industries, Inc.
         and Alcore, Inc. and First Union National Bank of Maryland
         (incorporated by reference to Exhibit 10.26 to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1996).

10.6     Promissory Note dated November 15, 1996 payable to the order of First
         Union National Bank of Maryland (incorporated by reference to Exhibit
         10.27 to the Company's Annual Report on Form 10-KSB for the year ended
         December 31, 1996).

10.7     Security Agreement dated November 22, 1996 between Lunn Industries,
         Inc. and Alcore, Inc. and First Union National Bank of Maryland
         (incorporated by reference to Exhibit 10.28 to the Company's Annual
         Report on Form 10-KSB for the year ended December 31, 1996).

10.8     Loan Agreement dated as of May 1, 1997 between Maryland Industrial
         Development Authority and Alcore, Inc. (incorporated by reference to
         Exhibit 10.2 to the Company's Current Report on Form 8-K dated June 2,
         1997).

                                       76
<PAGE>
10.9     Trust Indenture dated as of May 1, 1997 by and among Maryland
         Industrial Development Financing Authority, First Union National Bank
         of Virginia and Branch Banking and Trust Company (incorporated by
         reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
         dated June 2, 1997).

10.10    Promissory Note dated May 15, 1997 payable to Maryland Industrial
         Development Financing Authority for the sum of $2.6 million
         (incorporated by reference to Exhibit 10.1 to the Company's Current
         Report on Form 8-K dated June 2, 1997).

10.11    Guaranty Agreement dated May 1, 1997 made by Lunn Industries, Inc. in
         favor of First Union National Bank of North Carolina (incorporated by
         reference to Exhibit 10.4 to the Company's Current Report on Form 8-K
         dated June 2, 1997).

10.12    Letter of Credit and Reimbursement Agreement by and between Alcore,
         Inc. and First Union National Bank of North Carolina dated May 1, 1997
         (incorporated by reference to Exhibit 10.5 to the Company's Current
         Report on Form 8-K dated June 2, 1997).

10.13    Security Agreement dated as of May 1, 1997 by and among Alcore, Inc.,
         Lunn Industries, Inc., First Union Bank of North Carolina, The Maryland
         Industrial Development Financing Authority and First Union National
         Bank of Maryland (incorporated by reference to Exhibit 10.2 to the
         Company's Current Report on Form 8-K dated June 2, 1997).

10.14    Loan and Security Agreement dated December 27, 1996, by and among Fleet
         Capital Corporation and Technical Products Group, Inc., Marion
         Properties, Inc., Deland Properties, Inc. and Lincoln Properties, Inc.
         (incorporated by reference to Exhibit 10.14 to the Company's Annual
         Report on Form 10-K for the year ended December 31, 1997).

10.15    First Amendment to Loan and Security Agreement dated June 10, 1997, by
         and among Fleet Capital Corporation and Technical Products Group, Inc.,
         Marion Properties, Inc., Deland Properties, Inc. and Lincoln
         Properties, Inc. (incorporated by reference to Exhibit 10.15 to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1997).

10.16    Second Amendment to Loan and Security Agreement dated October 31, 1997,
         by and among Fleet Capital Corporation and Technical Products Group,
         Inc., Marion Properties, Inc., Deland Properties, Inc. and Lincoln
         Properties, Inc. (incorporated by reference to Exhibit 10.16 to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1997).

10.17    Secured Promissory Note payable to Fleet Capital Corporation executed
         by Technical Products Group, Inc., Marion Properties, Inc., Deland
         Properties, Inc. and Lincoln Properties, Inc. (incorporated by
         reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1997).

10.18    Equipment Promissory Note payable to Fleet Capital Corporation executed
         by Technical Products Group, Inc., Marion Properties, Inc., Deland
         Properties, Inc. and Lincoln Properties, Inc. (incorporated by
         reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1997).

10.19    Form of Commercial Net Building and Ground Lease of Lincoln Air Park
         West by and between Brunswick Corporation and Airport Authority of the
         City of Lincoln,

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         Nebraska, together with form of Lease Extension Agreement, regarding
         various facilities of the Lincoln Composites Division located in
         Lincoln, Nebraska (incorporated by reference to Exhibit 10.19 to the
         Company's Annual Report on Form 10-K for the year ended December 31,
         1997).

10.20    Lease dated October 15, 1997 by and between LPR Partnership and
         Technical Products Group, Inc., through the Lincoln Composites
         Division, regarding premises located in Lincoln, Nebraska (incorporated
         by reference to Exhibit 10.20 to the Company's Annual Report on Form
         10-K for the year ended December 31, 1997).

10.21*   Amended and Restated Employment Agreement dated November 1, 1997 by and
         between the Company and James S. Carter (incorporated by reference to
         Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997).

10.22*   Amended and Restated Employment Agreement dated November 1, 1997 by and
         between the Company and Garrett L. Dominy (incorporated by reference to
         Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997).

10.23*   1997 Advanced Technical Products, Inc. Stock Option Plan (incorporated
         by reference to Exhibit 10.23 to the Company's Annual Report on Form
         10-K for the year ended December 31, 1997).

10.24*   Form of Incentive Stock Option Agreement for options granted under
         Advanced Technical Products, Inc. Stock Option Plan (incorporated by
         reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K
         for the year ended December 31, 1997).

10.25*   Advanced Technical Products, Inc. Non-Employee Directors Stock Option
         Plan (incorporated by reference to Exhibit 10.25 to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1997).

10.26*   Form of Nonqualified Stock Option Agreement for options granted under
         Advanced Technical Products, Inc. Non-Employee Directors Stock Option
         Plan (incorporated by reference to Exhibit 10.26 to the Company's
         Annual Report on Form 10-K for the year ended December 31, 1997).

10.27*   Technical Products Group, Inc. Deferred Compensation Plan (incorporated
         by reference to Exhibit 10.27 to the Company's Annual Report on Form
         10-K for the year ended December 31, 1997).

10.28*   Rabbi Trust Agreement executed in connection with Technical Products
         Group, Inc. Deferred Compensation Plan (incorporated by reference to
         Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year
         ended December 31, 1997).

10.29    Lease Agreement dated January 21, 1998 by and between FRP Lakeside
         L.P., as landlord, and Alcore, Inc., as tenant (incorporated by
         reference to Exhibit 10.29 to the Company's Quarterly Report on Form
         10-Q for the quarterly period ended April 3, 1998).

10.30    Lease Agreement dated April 14, 1998 by and between Mansell Overlook
         200, LLC, and Advanced Technical Products, Inc. (incorporated by
         reference to Exhibit 10.29 to

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<PAGE>
         the Company's Quarterly Report on Form 10-Q for the quarterly period
         ended April 3, 1998).

10.31    Amended and Restated Loan and Security Agreement dated March 31, 1998
         between Advanced Technical Products, Inc., Alcore,Inc., Technical
         Products Group, Inc., Marion Properties, Inc., Deland Properties, Inc.
         and Lincoln Properties, Inc., collectively, as borrower, and Fleet
         Capital Corporation, as lender (incorporated by reference to Exhibit
         10.31 to the Company's Quarterly Report on Form 10-Q for the quarterly
         period ended July 3, 1998).

10.32    First Amendment to Amended and Restated Loan and SecurityAgreement
         dated June 26, 1998 by and between Advanced Technical Products, Inc.,
         Alcore, Inc., Technical Products Group, Inc., Marion Properties, Inc.,
         Deland Properties, Inc. and Lincoln Properties, Inc., collectively, as
         borrower, and Fleet Capital Corporation, as lender (incorporated by
         reference to Exhibit 10.32 to the Company's Quarterly Report on Form
         10-Q for the quarterly period ended July 3, 1998).

10.33    Second Amended and Restated Equipment Promissory Note dated June 26,
         1998, executed by Advanced Technical Products, Inc., Alcore, Inc.,
         Technical Products Group, Inc., Marion Properties, Inc., Deland
         Properties, Inc. and Properties, Inc. (incorporated by reference to
         Exhibit 10.33 to the Company's Quarterly Report on Form 10-Q for the
         quarterly period ended July 3, 1998).

10.34    Lease Agreement dated May 11, 1998 by and between George W. Hendricks
         and Barbara J. Hendricks and the Lincoln Composites Division of
         Advanced Technical Products, Inc. (incorporated by reference to Exhibit
         10.34 to the Company's Quarterly Report on Form 10-Q for the quarterly
         period ended October 2, 1998).

10.35    Advanced Technical Products, Inc. 1998 Employee Stock Purchase Plan
         dated October 29, 1998 (incorporated by reference to the Company's
         Proxy Statement on Form 14A dated October 1, 1999)

10.36    Agreement and Plan of Merger dated September 3, 1999 by and among
         Advanced Technical Products, Inc., ATP Acquisition Corp. and ATP
         Holding Corp. (incorporated by reference to the Company's Proxy
         Statement on Form 14A dated October 1, 1999)

10.37    Advanced Technical Products, Inc. 401 (k) Plan Adoption Agreement dated
         September 16, 1999 (filed herewith)

10.38    Third Amendment to Amended and Restated Loan and Security Agreement
         dated September 22, 1999 by and among Advanced Technical Products,
         Inc., Alcore, Inc., Technical Products Group, Inc., Marion Properties,
         Inc., Deland Properties, Inc. and Lincoln Properties, Inc.,
         collectively, as borrower, and Fleet Capital Corporation, as lender (to
         be filed by amendment)

10.39    January 2000 Agreement and Plan of Merger dated January 28, 2000 by and
         among Advanced Technical Products, Inc., ATP Acquisition Corp. and ATP
         Holding Corp. (incorporated by reference to Exhibit 2.1 to the
         Company's Current Report on Form 8-K dated January 28, 2000)

10.40    Termination Agreement and Plan dated January 28, 2000 by and among
         Advanced Technical Products, Inc., ATP Acquisition Corp. and ATP
         Holding Corp. (incorporated by reference to Exhibit 2.2 to the
         Company's Current Report on Form 8-K dated January 28, 2000)

10.41    Fourth Amendment to Amended and Restated Loan and Security Agreement
         dated February 18, 2000 by and among Advanced Technical Products, Inc.,
         Alcore, Inc., Technical Products Group, Inc., Marion Properties, Inc.,
         Deland Properties, Inc. and Lincoln Properties, Inc., collectively, as
         borrower, and Fleet Capital Corporation, as lender (to be filed by
         amendment)

<PAGE>
10.42    Rights Agreement dated March 3, 2000 between the Company and American
         Stock Transfer & Trust Company, as Rights Agent (incorporated by
         reference to Exhibit 4.1 to the Company's Current Report on Form 8-K
         dated March 9, 2000)

10.43*   Amendment to Amended and Restated Employment Agreement dated March
         30, 2000 by and between the Company and Garrett L. Dominy (filed
         herewith)

10.44*   Amendment to Amended and Restated Employment Agreement dated March
         30, 2000 by and between the Company and James S. Carter (filed
         herewith)

10.45    Amendment to Letter of Credit and Reimbursement Agreement by and
         between Alcore, Inc. and First Union National Bank dated May 12, 2000
         (to be filed by amendment)


10.46    Pledge and Security Agreement made by Alcore, Inc., to and for the
         benefit of First Union National Bank dated May 12, 2000 (to be filed by
         amendment)

10.47    Fifth Amendment to Amended and Restated Loan and Security Agreement
         dated May 16, 2000 by and among Advanced Technical Products, Inc.,
         Alcore, Inc., Technical Products Group, Inc., Marion Properties, Inc.,
         Deland Properties, Inc. and Lincoln Properties, Inc., collectively, as
         borrower, and Fleet Capital Corporation, as lender (to be filed by
         amendment)

21.1*    List of subsidiaries of Advanced Technical Products, Inc.

23.1*    Consent of KPMG LLP.

27.0*    Financial Data Schedule.

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*  Indicates management contract or compensatory plan or arrangement.