<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                              __________________
                                  FORM 10-Q/A
                                 _____________

 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTER ENDED SEPTEMBER 30, 1999

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
     FROM _______________ TO __________________

                       Commission File Number 333-43195
                      Commission File Number 333-43195-01

                            SCOVILL FASTENERS INC.
                             SCOVILL HOLDINGS INC.
     (Exact name of registrants as specified in their respective charters)

<TABLE>
<S>                                              <C>                                   <C>
                       Delaware                  3965                                  95-3959561
                       Delaware                  6719                                  58-2365743
(State or other jurisdiction of                  (Primary Standard Industrial          (I.R.S. Employer
incorporation or organization)                   Classification Code Number)           Identification Number)
</TABLE>
                            Scovill Fasteners Inc.
                             Scovill Holdings Inc.
                              Post Office Box 44
                              1802 Scovill Drive
                          Clarkesville, Georgia 30523
                                 706-754-4181
(Name, address, including zip code, and telephone number, including area code,
                 of registrants' principal executive offices)
                              ___________________


  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]

Number of shares of Common Stock outstanding as of October 15, 1999 was
4,655,500.

<PAGE>

                            SCOVILL FASTENERS INC.
                             SCOVILL HOLDINGS INC.


                         Quarterly Report on Form 10-Q
                   For the Quarter Ended September 30, 1999

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                  PART I  - FINANCIAL INFORMATION                            Page No.
                                                                                                            ---------
<S>                                                                                                         <C>
Item 1.  Financial Statements -
         Consolidated Balance Sheets  at September 30, 1999 and December 31, 1998...........................        3
         Consolidated Statements of Operations for the three and nine month periods ended
                  September 30, 1999 and 1998...............................................................        4
         Consolidated Statements of Cash Flows for the nine months ended September 30,
                  1999 and 1998.............................................................................        5
         Notes to Consolidated Financial Statements.........................................................        6
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations......................................................................................        7

                                                    PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..................................................................................       14
Item 2.  Changes in Securities and Use of Proceeds..........................................................       14
Item 3.  Defaults Upon Senior Securities....................................................................       14
Item 4.  Submission of Matters to a Vote of Security  Holders...............................................       14
Item 5.  Other Information..................................................................................       14
Item 6.  Exhibits and Reports on Form 8-K
         SIGNATURES.........................................................................................       15
</TABLE>

                                       2

<PAGE>

                            Scovill Fasteners Inc.
                             Scovill Holdings Inc.
                          Consolidated Balance Sheets
                       (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                       September 30,      December 31,
                                                                                           1999              1998
                                                                                        (Unaudited)
                                                                                       --------------------------------
                                        ASSETS
<S>                                                                                    <C>                <C>
Current Assets
  Cash and cash equivalents.........................................................   $        2,228     $         293
  Accounts receivable, net of allowances of $1,246 and $1,132, respectively.........           14,565            12,319
  Inventories.......................................................................           23,514            24,573
  Other.............................................................................              462               572
                                                                                       --------------     -------------
     Total Current Assets...........................................................           40,769            37,757
                                                                                       --------------     -------------
Property, Plant and Equipment, Net..................................................           65,952            69,421
Intangible Assets...................................................................          106,724           110,089
                                                                                       --------------     -------------

                                                                                       $      213,445     $     217,267
                                                                                       ==============     =============
                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current maturities of long-term debt..............................................   $          366     $       3,530
  Accounts payable..................................................................            9,230             8,379
  Accrued liabilities...............................................................            5,499             6,202
  Accrued interest..................................................................            3,815               957
                                                                                       --------------     -------------
     Total Current Liabilities......................................................           18,910            19,068
                                                                                       --------------     -------------
Long-Term Liabilities
  Revolving line of credit..........................................................           18,100            12,900
  Long-term debt....................................................................          126,635           124,893
  Employee benefits.................................................................           22,899            24,032
  Deferred income taxes.............................................................               --               319
  Other.............................................................................            2,945             3,520
                                                                                       --------------     -------------
     Total Long-Term Liabilities....................................................          170,579           165,664
                                                                                       --------------     -------------
Series A Cumulative Redeemable Exchangeable Preferred Stock, $.001 par value,
       200,000 shares authorized, none issued and outstanding at September 30,
       1999 and  December 31, 1998 (liquidation preference of $100 per share).......               --                --
                                                                                       --------------     -------------
Stockholders' Equity
 Series B Preferred Stock, $.0001 par value, 16,200,000 shares authorized,
       4,655,500 shares issued and outstanding at September 30, 1999 and December
       31, 1998.....................................................................               --                --
 Common stock, $.0001 par value, 6,000,000 shares authorized,
       4,655,500 shares issued and outstanding at September 30, 1999 and  December
       31, 1998.....................................................................               --                --

 Additional paid-in capital--preferred..............................................           49,942            49,942
 Additional paid-in capital--common.................................................              503               503
 Predecessor basis adjustment.......................................................           (7,831)           (7,831)
 Retained earnings (deficit)........................................................          (19,113)          (10,548)
 Accumulated other comprehensive income.............................................              455               469
                                                                                       --------------     -------------
     Total Stockholders' Equity.....................................................           23,956            32,535
                                                                                       --------------     -------------
                                                                                       $      213,445     $     217,267
                                                                                       ==============     =============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                             of these statements.

                                       3

<PAGE>

                            Scovill Fasteners Inc.
                             Scovill Holdings Inc.
                     Consolidated Statements of Operations
                                (in thousands)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                              Nine Months Ended September 30,    Three Months Ended September 30,
                                                   1999             1998              1999              1998
                                             -------------------------------------------------------------------
  <S>                                        <C>               <C>              <C>               <C>

  Net sales................................  $        69,010   $       70,939   $        21,827   $        21,945
  Cost of sales............................           51,746           52,628            16,981            16,635
                                             ---------------   --------------   ---------------   ---------------
   Gross profit............................           17,264           18,311             4,846             5,310
  Selling, general and administrative
      expenses.............................           11,564           11,735             3,918             3,650
  Restructuring and asset impairment
      charge...............................               --            2,968                --             1,000
  Amortization expense.....................            2,505            2,924               826               972
                                             ---------------   --------------   ---------------   ---------------
  Operating income (loss)..................            3,195              684               102              (312)
  Other expense............................              352               62               248                10
  Interest expense.........................           12,460           11,470             4,216             3,973
                                             ---------------   --------------   ---------------   ---------------
  Income (loss) before income
      tax provision (benefit)..............           (9,617)         (10,848)           (4,362)           (4,295)
  Income tax provision
   (benefit)...............................           (1,052)          (3,607)              110            (1,432)
                                             ---------------   --------------   ---------------   ---------------
  Net income (loss)........................  $        (8,565)  $       (7,241)  $        (4,472)  $        (2,863)
                                             ---------------   --------------   ---------------   ---------------
  Dividends on redeemable
    preferred stock........................               --              230                --                --
                                             ---------------   --------------   ---------------   ---------------
  Net income (loss) available
    to common stockholders.................  $        (8,565)  $       (7,471)  $        (4,472)  $        (2,863)
                                             ===============   ==============   ===============   ===============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                             of these statements.

                                       4

<PAGE>

                            Scovill Fasteners Inc.
                             Scovill Holdings Inc.
                     Consolidated Statements of Cash Flows
                                (in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                Nine Months ended September 30,
                                                                                 1999                      1998
                                                                             -------------------------------------
<S>                                                                          <C>                       <C>
Cash Flows from Operating Activities:
Net income (loss) available to common stockholders.......................    $    (8,565)              $    (7,471)
Adjustments to reconcile net income (loss)
 available to common stockholders to net
 cash provided by (used in) operating activities:
    Depreciation.........................................................          7,551                     8,279
    Amortization.........................................................          3,261                     3,497
    Deferred income taxes................................................         (1,300)                   (1,918)
    Asset impairment charge..............................................             --                       940
    Non-operating preferred.stock dividends..............................             --                       345
    Changes in operating assets and liabilities:
     Accounts receivable, net............................................         (2,246)                   (4,094)
     Inventories.........................................................          1,059                      (928)
     Other current assets................................................            110                       250
     Accounts payable....................................................            851                    (4,112)
     Accrued liabilities.................................................          2,154                       812
     Other assets and liabilities........................................           (818)                   (1,370)
                                                                             -----------               -----------

Net cash  provided by (used  in) operating activities....................          2,057                    (5,770)
                                                                             -----------               -----------
Cash Flows from Investing Activities:
Additions to property, plant and equipment...............................         (3,900)                   (6,044)
                                                                             -----------               -----------
Net cash used in investing activities....................................         (3,900)                   (6,044)
                                                                             -----------               -----------
Cash Flows from Financing Activities:
Net borrowings on line of credit.........................................          5,200                     9,950

Repayments of long-term debt.............................................         (1,422)                     (410)
Redemption of preferred stock and payments of  dividends.................             --                   (10,345)
Issuance of common and preferred stock...................................             --                    10,345
                                                                             -----------               -----------
Net cash provided by financing activities................................          3,778                     9,540
                                                                             -----------               -----------
Net Increase (Decrease) in Cash..........................................          1,935                    (2,274)

Cash at Beginning of Period..............................................            293                     2,821
                                                                             -----------               -----------
Cash at End of Period....................................................    $     2,228               $       547
                                                                             ===========               ===========
Supplemental Disclosure of Cash Flow Information
     Interest paid.......................................................    $     8,738               $     8,051
                                                                             ===========               ===========
     Income taxes paid...................................................    $       268               $        70
                                                                             ===========               ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
                             of these statements.

                                       5

<PAGE>

                            SCOVILL FASTENERS INC.
                             SCOVILL HOLDINGS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
          (All amounts expressed in thousands, or as otherwise noted)


Note 1.    Basis of Presentation and Business

     The interim financial statements presented herein include the accounts of
Scovill Holdings Inc. ("Holdings") and its wholly owned subsidiaries, including
Scovill Fasteners Inc. ("Fasteners"),  (together with Holdings, the "Company")
as of September 30, 1999 and December 31, 1998 and for the three and nine month
periods ended September 30, 1999 and 1998.

     The accompanying unaudited consolidated financial statements include all
adjustments, consisting only of normal recurring adjustments which are in the
opinion of the Company necessary for a fair statement of the results of the
interim periods.  The operating results for the three and nine month periods
ended September 30, 1999 and 1998 are not necessarily indicative of the results
that would be obtained for the entire fiscal year or any other interim period.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted from these consolidated financial statements
pursuant to the applicable rules and regulations of the SEC.  These financial
statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the annual report on Form 10-K for the
year ended December 31, 1998.


Note 2.    New Accounting Standards

     In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities," ("SFAS
133"). This Statement requires companies to record derivatives on the balance
sheet as assets or liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether it qualifies for hedge
accounting. SFAS 133, as amended by Statement of Financial Accounting Standards
No. 137, will be effective for the Company's fiscal year 2001. Management
believes that this Statement will not have a significant impact on the Company's
financial condition or results of operations.


Note 3.    Comprehensive Income

     The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" ("SFAS 130") in the first quarter of fiscal
1998. SFAS 130 requires the reporting of a measure of all changes in equity of
an entity that result from recognized transactions and other economic events
other than transactions with owners in their capacity as owners. Other
comprehensive income (loss) for the nine months ended September 30, 1999 and
1998 includes only foreign currency translation. The calculation of
comprehensive income is as follows:

<TABLE>
<CAPTION>
                                                       September 30, 1999       September 30, 1998
                                                    -------------------------------------------------
<S>                                                           <C>                         <C>
Net Income (Loss)                                             $(8,565)                    $(7,471)
Foreign Currency Translation Adjustments                          (14)                        316
                                                              -------                     -------
Comprehensive Income (Loss)                                   $(8,579)                    $(7,155)
                                                              =======                     =======
</TABLE>

                                       6

<PAGE>

Note 4.    Inventories

<TABLE>
<CAPTION>
     Inventories consisted of the following at:

                                                September 30, 1999                   December 31, 1998
                                          -----------------------------------------------------------------
<S>                                       <C>                                        <C>
Raw materials                             $         1,358                            $         1,901
Work in process                                     5,209                                      4,797
Attaching machines spare parts                      7,793                                      8,219
Finished goods                                      9,154                                      9,656
                                          -----------------------------------------------------------------
                                          $        23,514                            $        24,573
                                          =================================================================
</TABLE>


Note 5.    Credit Facility

     During November 1999, the Company entered into an amendment to the Credit
Facility (the "Facility Amendment") which adjusted the Credit Facility's
financial covenants and provided an additional term loan of $10 million (the
"Tranche Loan B"). The Facility Amendment adjusted the Credit Facility's fixed
charge coverage ratio, funded indebtedness to EBITDA ratio and adjusted the
amortization schedule of both the Term Loan and the Revolving Credit Facility.
The new $10 million Tranche Loan B was funded through lenders including owners
of the Company. The new Tranche Loan B bears interest at the rate specified in
the Credit Facility plus an additional margin of 0.25% for a certain period,
will mature in November 2004, and is subject to the requirements and conditions
set forth in the Facility Amendment and Credit Facility. The Tranche Loan B does
not require cash interest or principal payments until final maturity. The
Company will use the proceeds from the new Tranche Loan B to fund an interest
payment on its Notes and for other working capital purposes, and after taking
the Facility Amendment into account, the Company is in full compliance with the
financial and other covenants in the Credit Facility as of September 30, 1999.


Note 6.    Restructuring and Asset Impairment Charge

     In June 1998, the Company announced a corporate restructuring plan. The
plan, which was completed in the second quarter of 1998, included outsourcing
the production of plastic components, which was previously performed in the
Company's existing manufacturing facilities. As a result, in June 1998, the
Company recorded a restructuring charge of approximately $1.0 million related to
severance payments to be paid to approximately 30 terminated employees and a
$1.0 million asset impairment charge related to plastics component part
production fixed assets to be disposed of under the plan. In July 1998, under
the restructuring plan discussed above, an additional severance benefit was paid
under the terms of an employment agreement.


Note 7.    Selling, General and Administrative Expenses

     Selling, General and Administrative expenses for the three and nine months
ended September 30, 1999 includes $638 of non-recurring expenses related to the
implementation of certain components of a profit improvement plan. The Company
has implemented certain components, and is in the process of implementing
additional components of a profit improvement plan which includes cost
reductions in manufacturing, selling and administrative functions. The plan is
expected to result in increased operating cash flow and operating profit. The
plan will be fully implemented in the near future.

                                       7


<PAGE>

Note 8.    Business Segments

     The Company's businesses are organized and internally reported as three
segments: Apparel, Industrial, and European operations. The European operations
include some of the same products as both apparel and industrial. However, the
European operations are managed separately and thus reported as a separate
segment. Sales are reported and classified based on the customers' location.

<TABLE>
<CAPTION>

Business Segment           Nine Months                                             European            Total
 Information            ended September 30,      Apparel      Industrial (1)      Operations (2)      Company
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>          <C>                 <C>                 <C>
Net Sales                    1999                $ 40,197     $ 21,014            $ 7,799             $ 69,010
                             1998                  40,917       21,840              8,182               70,939

Operating Income (3)         1999                $ 10,467     $  3,445            $   427             $ 14,339
                             1998                  10,635        4,059                611               15,305

</TABLE>

  (1)     Includes all Canadian operations.
  (2)     Represents Scovill-Europe operations.
  (3)     Operating Income (i) includes allocations of general and
          administrative expenses based on sales and (ii) excludes depreciation,
          amortization and unallocated corporate charges.

The following is a reconciliation of operating income from reportable segments
above to operating income on the financial statements:

<TABLE>
<CAPTION>
                                                     Nine Months Ended September 30,
                                                        1999            1998
     -------------------------------------------------------------------------------------
     <S>                                             <C>                <C>
     Operating income from reportable segments       $14,339            $15,305
     Less:
          Depreciation                                 7,551              8,279
          Amortization                                 2,505              2,924
          Restructuring charge                            --              2,968
          Non-recurring charges in SG&A                  638                 --
          Unallocated corporate charges                  450                450
                                                 -----------------------------------------
          Total operating income                     $ 3,195            $   684
                                                 =========================================
</TABLE>


Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations

     The following "Safe Harbor Statement" is made pursuant to the Private
Securities Litigation Reform Act of 1995. Certain statements contained in the
body of this Report are forward-looking statements (rather than historical
facts) that are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Such forward-looking statements are based on management's current
plans and expectations and are subject to a number of uncertainties that could
cause actual results to differ materially from those described in such
statements. Such uncertainties and risks include, but are not limited to: the
leveraged nature of the Company, its  debt service requirements and the
restrictions on the Company under the terms of the Credit Facility, as amended,
the Indenture, and the other agreements governing the Company's indebtedness;
the risks and uncertainties inherent in doing business abroad, the volatility of
the price of raw materials; increasing domestic and foreign competition;
increasingly complex and stringent environmental laws and regulations; delays or
difficulties associated with systems conversion and Year 2000 compliance; and
general economic

                                       8

<PAGE>

conditions. The preceding list of uncertainties, however, is not intended to be
exhaustive, and should be read in conjunction with other cautionary statements
in the Company's publicly-filed reports and its final Form S-1 Registration
Statement, dated December 24, 1997 (Commission File No. 333-43195).

Nine Months Ended September 30, 1999  Compared with Nine Months Ended September
30, 1998

Net Sales   Net sales decreased $1.9 million, or 2.7%, from $70.9 million to
$69.0 million. Such decrease is partly attributable to lower Industrial group
revenues, which declined $0.8 million, or 3.8%, from $21.8 million to $21.0
million. In addition, Apparel group revenues decreased $0.7 million, or 1.8%,
from $40.9 million to $40.2 million. The Company's European revenues decreased
$0.4 million, or 4.7%, from $8.2 million to $7.8 million.

Gross Profit   Gross profit decreased $1.0 million, or 5.7%, from $18.3 million
to $17.3 million, which is primarily attributable to the decline in sales
discussed above. The gross margin decreased from 25.8 % to 25.0% primarily due
to unfavorable sales mix.

Selling, General and Administrative Expenses ("SG&A")    SG&A decreased $0.2
million, or 1.5%, from $11.7 million to $11.5 million and was 16.8% and 16.6% of
sales for each of the nine months ended September 30, 1999 and 1998,
respectively. SG&A for the nine months ended September 30, 1999 includes $638 of
non-recurring expenses related to the implementation of a profit improvement
plan. The decrease in SG&A is a result of the restructuring plan which the
Company initiated in June 1998, in which it reduced its headcount by
approximately 30 people. The Company has recently implemented a profit
improvement plan which includes cost reductions in SG&A. The plan is expected to
result in increased operating cash flow and operating profit.

Restructuring and Asset Impairment Charge   In June 1998, the Company
announced a corporate restructuring plan and recorded a restructuring charge of
$3.0 million ($2.0 million and $1.0 million recorded in the second and third
quarters of 1998, respectively). The plan included outsourcing the production
of plastic components, which was previously performed in the Company's existing
manufacturing facilities.

Operating Income   Operating income increased $2.5 million as a result of the
lack of a restructuring and asset impairment charge, which was recorded in 1998,
of $3.0 million, a decrease in SG&A of $0.2 million in addition to a decrease in
amortization expense as a result of the full amortization of a non-compete
agreement, offset by a decrease in gross profit of $1.0 million.

Interest Expense   Interest expense increased by $1.0 million as a result of
additional borrowings outstanding under the Revolving Credit Facility at
September 30, 1999, compared to September 30, 1998.

Income Tax Provision (Benefit)   The income tax benefit was $1.1 million in the
nine months ended September 30, 1999 compared to $3.6 million in the nine months
ended September 30, 1998. The decrease in the income tax benefit is a result of
the Company fully offsetting its deferred tax liabilities with its deferred tax
assets in April 1999; therefore, no income tax benefit was recognized subsequent
to April 1999.

Net Income (Loss)   The net loss available to common stockholders was $8.6
million in the nine months ended September 30, 1999 compared to  $7.5 million in
the nine months ended September 30, 1998 attributable to the factors discussed
above.

Three Months Ended September 30, 1999 Compared with Three Months Ended September
30, 1998

Net Sales   Net sales decreased $0.1 million, or 0.5%, from $21.9 million to
$21.8 million. Sales in each of the Apparel and Industrial groups decreased by
$0.1 million, while the Company's European revenues increased by $0.1 million.

                                       9

<PAGE>

Gross Profit   Gross profit decreased $0.5 million, or 8.7% from $5.3 million to
$4.8 million, which is primarily a result of a decline in gross margin. The
gross margin decreased from 24.2% to 22.2% primarily as a result of unfavorable
sales mix and volume variances.

Selling, General and Administrative Expenses ("SG&A")    SG&A increased $0.2
million, or 7.3%, from $3.7 million to $3.9 million for the three months ended
September 30, 1999 and 1998, respectively and equaled approximately  18.0% and
16.6%  of sales for the three months ended September 30, 1999 and 1998,
respectively. SG&A for the three months ended September 30, 1999 includes $638
of non-recurring expenses related to the implementation of a profit improvement
plan.

Restructuring and Asset Impairment Charge   See discussion above.

Operating Income (Loss)   Operating income increased $0.4 million as a result of
the lack of a restructuring charge, which was recorded in 1998, of $1.0 million,
in addition to a decrease in amortization expense, offset by a decrease in gross
profit of $0.5 million and an increase in SG&A of $0.2 million.

Interest Expense   Interest expense increased by $0.2 million as a result of
additional borrowings outstanding under the Revolving Credit Facility at
September 30, 1999 compared to September 30, 1998.

Income Tax Provision (Benefit)   The income tax expense was $0.1 million in the
three months ended September 30, 1999 compared to an income tax benefit of $1.4
million in the three months ended September 30, 1998. The decrease in the
income tax benefit is a result of the Company fully offsetting its deferred tax
liabilities with its deferred tax assets in April 1999; therefore, no income tax
benefit was recognized subsequent to April 1999.

Net Income (Loss)   The net loss was $4.5 million in the three months ended
September 30, 1999 compared to $2.9 million in the three months ended September
30, 1998 attributable to the factors discussed above.

Liquidity and Capital Resources

     The Company has outstanding $100 million of 11.25% Senior Notes due 2007
(the "Notes") and a senior secured bank credit facility with Credit Agricole
Indosuez as administrative agent (the "Credit Facility"), consisting of a $28.0
million term loan (the "Term Loan") and a $25.0 million revolving credit
facility (the "Revolving Credit Facility").

     Historically, the Company derived its cash from funds generated by
operations and from third-party financings. As of September 30, 1999 and
December 31, 1998, $18.1 million and $12.9 million of borrowings were
outstanding under the Revolving Credit Facility, with limited additional
availability at September 30, 1999. As of September 30, 1999 and December 31,
1998, $25.5 million and $27.0 million was outstanding on the Term Loan,
respectively.

     The Company's liquidity requirements consist primarily of scheduled
payments of principal and interest on the Notes, the Term Loan and the Revolving
Credit Facility, working capital needs and capital expenditures. The Company
believes that its operating cash flow, together with borrowings under the Term
Loan B (as defined below) and the revised debt service requirements provided by
the Facility Amendment (as defined below) will be sufficient to meet its
operating expenses, debt service, and capital requirements over the next twelve
months and for the near term thereafter.

     The Company has implemented certain components, and is in the process of
implementing additional components, of a profit improvement plan which includes
cost reductions in manufacturing, selling and administrative functions. The plan
is expected to result in increased operating cash flow and operating profit. The
plan will be fully implemented in the near future.

                                      10

<PAGE>

     In conjunction with this plan, in November 1999 the Company entered into an
amendment to the Credit Facility (the "Facility Amendment") which adjusted the
Credit Facility's financial covenants and provided an additional term loan of
$10 million (the "Tranche Loan B"). The Facility Amendment adjusted the Credit
Facility's fixed charge coverage ratio, funded indebtedness to EBITDA ratio and
adjusted the amortization schedule of both the Term Loan and the Revolving
Credit Facility. The new $10 million Tranche Loan B was funded through lenders
including owners of the Company. The new Tranche Loan B bears interest at the
rate specified in the Credit Facility plus an additional margin of .25% for a
certain period, will mature in November 2004, and is subject to the requirements
and conditions set forth in the Facility Amendment and Credit Facility. The
Tranche Loan B does not require cash interest or principal payments until final
maturity. The Company will use the proceeds from the new Tranche Loan B to fund
an interest payment on its Notes and for other working capital purposes, and
after taking the Facility Amendment into account, the Company is in full
compliance with the financial and other covenants in the Credit Facility as of
September 30, 1999.


EBITDA

     EBITDA is defined for the purpose of this report as net income (loss)
before interest expense (including amortization of deferred financing costs),
provision (benefit) for income taxes, depreciation, amortization, restructuring
and asset impairment charge, non-recurring charges and management fees.

     The Company has included information concerning EBITDA in this report
because it is used by certain investors as a measure of a company's ability to
service its debt. EBITDA is not required or recognized as a measure of financial
performance under generally accepted accounting principles in the U.S. ("GAAP"),
and should not be considered an alternative to net income determined in
accordance with GAAP as an indicator of operating performance or as an
alternative to cash flow from operating activities determined in accordance with
GAAP as a measure of liquidity. The Company's use of EBITDA may not be
comparable to similarly titled measures used by other companies due to their use
of different financial statement components in calculating EBITDA.

     EBITDA decreased $1.0 million, or 6.3%, from $15.3 million to $14.3 million
primarily as a result of a decrease in gross profit, resulting from decreased
sales volume, offset by a decrease in SG&A for the nine months ended September
30, 1999 compared to the nine months ended September 30, 1998.

     EBITDA decreased $0.3 million, or 6.7%, from $4.5 million to $4.2 million
primarily as a result of a decrease in gross profit, for the three months ended
September 30, 1999 compared to the three months ended September 30, 1998.

Cash Flows

     Net cash provided by the Company's operating activities was $2.1 million
for the first nine months of 1999 compared to a use of cash of $5.8 million for
the first nine months of 1999. Principal working capital changes included an
increase of $2.2 million in accounts receivable and a decrease of $1.1 million
in inventories, and a net increase of accounts payable and accrued liabilities
of $3.0 million. The Company's cash used in investing activities during the
first nine months of 1999 was $3.9 million for capital expenditures. Net cash
provided by financing activities was $3.8 million, of which $5.2 million
represents borrowings under the Revolving Credit Facility.

     The Indenture and the Credit Facility place significant restrictions on the
Company's ability to incur additional indebtedness, pay dividends or repurchase
stock or make other distributions, create liens, make certain investments, sell
assets, or enter into mergers or consolidations.

                                       11

<PAGE>

Year 2000 Compliance

     Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. Beginning in the year
2000, these date code fields will need to accept four digit entries to
distinguish twenty-first century dates from twentieth century dates (the "Y2K
issue"). As a result computer systems and/or software used by many companies may
need to be upgraded to comply with such ''Year 2000'' requirements. Significant
uncertainty exists in the software industry concerning the potential effects
associated with such compliance.

     In consideration of the potential impact of Y2K issue on its domestic
business, operations, and financial condition, the Company has addressed issues
which may arise from its systems as described below.

     Effective July 1, 1998, the Company implemented an integrated software
package, BPCS, which is fully Y2K compliant. BPCS was implemented as a complete
Enterprise Resource Planning (ERP) package, which will control the Company's
main systems of: (a) shipping/distribution, (b) accounting and (c) customer
service/order entry systems. The Company's other principal system - the core
manufacturing process - is not dependent upon computer technology, and therefore
should not be affected by the Y2K issue. Finally, the Company outsources the
payroll portion of its accounting functions, such provider has represented to
the Company that it is Y2K compliant. Thus, all of the Company's computer-
dependent systems have been replaced by the Y2K compliant BPCS package.

     The Company's foreign subsidiaries are in the process of either
implementing new computer systems or upgrading existing systems. The Company's
Canadian subsidiary implemented the BPCS software package, effective September
27, 1999. The BPCS software package is Y2K compliant, and will control all of
this subsidiary's main computer systems, including the shipping/distribution,
accounting and customer service/order entry systems. The Company's Mexican
subsidiary is nearing completion of installing new non-BPCS computer systems,
which are expected to be completed by November 30, 1999. These new systems will
be Y2K compliant, and will control all of this subsidiaries computer systems,
including the shipping/distribution, accounting and customer service/order entry
systems. The Company's European subsidiaries (located near Brussels, Paris and
Wuppertal, Germany) updated their respective computer systems with software
"patches" (software code added to the existing code) that upgraded the software
systems to Y2K compliance. This upgrade, which covers all their computer
systems, was applied in October 1999. In addition, simultaneous with the
software patches, the European subsidiaries are in the process of implementing a
more permanent Y2K solution by installing the Baan ERP computer system, which
will replace all of their existing systems. Portions of the Baan system, which
is Y2K compliant, will be on-line by December 31, 1999, with the balance of the
system to be on-line in 2000. The Brussels and Paris facilities utilize computer
systems for shipping/distribution, accounting and customer service/order entry
processes, while the German location only employs customer service/order entry
systems.

     The Company is in the process of inquiring of its suppliers, vendors and
significant customers to determine whether their computer systems and operations
that impact the Company are Y2K compliant. The Company has sent Y2K compliance
surveys to approximately 350 such third parties, and have received responses
from approximately 50%. The Company is currently reviewing the responses, which
generally fall into two categories: current full Y2K compliance (approximately
57% of responses) and expected compliance prior to year end (approximately 43%
of responses). The Company is following up with survey responses that indicate
less than full Y2K compliance to determine the nature of their progress and
expected compliance date. However, the Company is not following up with third
parties that the Company deems insignificant and thus their Y2K failure would
not have a material impact on the Company's business, operations or financial
condition. The Company has not identified specific secondary suppliers or
vendors in the event any experience Y2K-related business interruptions, though
the Company intends to identify such sources for significant suppliers and
vendors prior to year end. However, in such event, the Company believes it can
locate and make such alternative arrangements, although the Company may be
required to pay more for such materials and services due to the loss of quantity
discounts or other

                                       12

<PAGE>

favorable arrangements with our current relationships. Nevertheless, Y2K-related
failures by the Company's suppliers and vendors remain a possibility and could
have an adverse impact on the Company's business, results of operations or
financial condition.

     The Company has not formally determined a most reasonably likely worst case
scenario regarding the impact of Y2K problems on our business. However, the
Company believes most likely and significant Y2K-related risks faced by the
Company are business interruptions by our customers. Such interruptions could
include manufacturing or assembly plant shutdowns and the related reduction or
elimination of demand for our products by such customers until their Y2K problem
is remedied. In the survey process, the Company is attempting to identify and
assess any such risks and follow up with any significant customers that indicate
less than full Y2K compliance. To date, 100% of the responding significant
customers have indicated full Y2K compliance.

     Based on the Company's assessment and remediation efforts to date, it does
not believe that any problems resulting from the Y2K issue will have a material
adverse effect on its financial condition or results of operations.

     The Company believes that its continuing assessment, planning and
implementation process will be effective to achieve a level of readiness that
will meet the challenges presented by Y2K issues in a timely manner. Although
the Company is evaluating the Y2K readiness of third-party software, computer
technology and other hardware and software, the Company cannot guarantee the Y2K
readiness of third-party products, services, or providers that may impact the
Company's operations.

                                       13

<PAGE>

                          Part II - OTHER INFORMATION



Item 1.      Legal Proceedings

                Not Applicable

Item 2.      Changes in Securities and the Use of Proceeds

                Not Applicable

Item 3.      Defaults Upon Senior Securities

                Not Applicable

Item 4.      Submission of Matters to a Vote of Security Holders

                Not Applicable

Item 5.      Other Information

                Not Applicable

Item 6.       Exhibits and Reports on Form 8-K

              (a)  Exhibit 4.02 - Amended and Restated Credit Agreement

              (b)  Exhibit 27.1 - Scovill Fasteners Inc. Financial Data Schedule

              (c)  Exhibit 27.2 - Scoville Holdings Inc. Financial Data Schedule

              (d)  Reports on Form 8-K

                   The Company filed a current report on Form 8-K on September
                   23, 1999.

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<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of 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.


                                        Scovill Fasteners Inc.
                                        Scovill Holdings Inc.



Date: December 16, 1999                 /s/ John H. Champagne
                                        ---------------------
                                            John H. Champagne
                                        President



Date: December 16, 1999                /s/ Martin A. Moore
                                       -------------------
                                           Martin A. Moore
                                       Executive Vice President,
                                       Chief Financial Officer and
                                       Principal Accounting Officer



                                       15