<PAGE>   1
                                    FORM 10-Q
                                 ---------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(MARK ONE)

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

                For the quarterly period ended December 27, 1998

                                       OR

[ ]      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 1-7872

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

                           TRANSTECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                          <C>             
                 Delaware                                         95-4062211      
      (State or other jurisdiction of                          (I.R.S. employer   
      incorporation or organization)                          identification no.) 
              150 Allen Road                                         07938        
        Liberty Corner, New Jersey                                (Zip Code)      
 (Address of principal executive offices)                  
</TABLE>

       Registrant's telephone number, including area code: (908) 903-1600



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

                                  Yes /X/   No / /


             As of February 2, 1999, the total number of outstanding
             shares of registrant's one class of common stock was
             6,248,253.
<PAGE>   2
                           TRANSTECHNOLOGY CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
PART I.   Financial Information                                                               Page No. 
          ---------------------                                                               -------- 
<S>                                                                                           <C>  
  Item 1.         Financial Statements....................................................        2    
                                                                                                       
                  Statements of Consolidated Operations--                                              
                  Three and Nine Month Periods Ended December 27, 1998                                 
                  and December 28, 1997...................................................        3    
                                                                                                       
                  Consolidated Balance Sheets--                                                        
                  December 27, 1998 and March 31, 1998....................................        4    
                                                                                                       
                  Statements of Consolidated Cash Flows--                                              
                  Nine Months Ended December 27, 1998 and                                              
                  December 28, 1997.......................................................        5    
                                                                                                       
                  Statements of Consolidated Stockholders' Equity--                                    
                  Nine Months Ended December 27, 1998.....................................        6    
                                                                                                       
                  Notes to Consolidated Financial Statements..............................      7-9    
                                                                                                       
                                                                                                       
  Item 2.         Management's Discussion and Analysis of Financial                                    
                  Condition and Results of Operations ....................................     10-16   
                                                                                                       
                                                                                                       
PART II.    Other Information                                                                          
                                                                                                       
   Item 6.        Exhibits and Reports on Form 8-K........................................     17       
   -------                                                                                             
                                                                                                       
SIGNATURES................................................................................     17       
                                                                                                       
EXHIBIT 10.18.............................................................................     18-19    
                                                                                              
EXHIBIT 10.19.............................................................................     20-21

EXHIBIT 10.20.............................................................................     22-23

EXHIBIT 10.21.............................................................................     24

EXHIBIT 27................................................................................     25
</TABLE>


                                        1
<PAGE>   3
                          PART I. FINANCIAL INFORMATION




ITEM 1.    FINANCIAL STATEMENTS


The following unaudited Statements of Consolidated Operations, Consolidated
Balance Sheets, Statements of Consolidated Cash Flows and Statements of
Consolidated Stockholders' Equity are of TransTechnology Corporation and its
consolidated subsidiaries. These reports reflect all adjustments of a normal
recurring nature, which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the interim periods reflected
therein. The results reflected in the unaudited Statements of Consolidated
Operations for the periods ended December 27, 1998 are not necessarily
indicative of the results to be expected for the entire year. The following
unaudited Consolidated Financial Statements should be read in conjunction with
the notes thereto, and Management's Discussion and Analysis of Financial
Conditions and Results of Operations set forth in Item 2 of Part I of this
report, as well as the audited financial statements and related notes thereto
contained in the Annual Report on Form 10-K filed for the fiscal year ended
March 31, 1998.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                        2
<PAGE>   4
                      STATEMENTS OF CONSOLIDATED OPERATIONS
                                    UNAUDITED
                   (In Thousands of Dollars Except Share Data)

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED                          NINE MONTHS ENDED
                                                   --------------------------------------    --------------------------------------
                                                   DECEMBER 27, 1998    DECEMBER 28, 1997    DECEMBER 27, 1998    DECEMBER 28, 1997
                                                   -----------------    -----------------    -----------------    -----------------

<S>                                                <C>                   <C>                 <C>                  <C>        
Net sales                                             $    57,863          $    48,452          $   165,714         $   148,388
Cost of sales                                              39,785               31,998              112,787             100,653
                                                      -----------          -----------          -----------         -----------
Gross profit                                               18,078               16,454               52,927              47,735
                                                      -----------          -----------          -----------         -----------

General, administrative
   and selling expenses                                    10,922                9,438               32,599              29,287
Interest expense                                            2,011                1,810                5,272               5,970
Allowance for possible loss on notes receivable              (300)                  --                  906                  --
Interest income                                              (137)                (309)                (335)               (875)
Royalty and other income                                     (413)                (111)                (603)               (331)
                                                      -----------          -----------          -----------         -----------
Income from continuing operations
   before income taxes                                      5,995                5,626               15,088              13,684

Income taxes                                                2,352                2,312                6,035               5,616
                                                      -----------          -----------          -----------         -----------
Income from continuing operations                           3,643                3,314                9,053               8,068

Loss from discontinued operations (a)                          --                 (161)                  --                (388)
                                                      -----------          -----------          -----------         -----------
Income before extraordinary charge                          3,643                3,153                9,053               7,680

Extraordinary charge for refinancing of debt (b)               --                   --                 (781)                 --
                                                      -----------          -----------          -----------         -----------

   Net income                                         $     3,643          $     3,153          $     8,272         $     7,680
                                                      ===========          ===========          ===========         ===========

Basic Earnings per Share:  (Note 1)
   Income from continuing operations                  $      0.58          $      0.58          $      1.44         $      1.53
   Loss from discontinued operations                           --                (0.03)                  --               (0.07)
   Extraordinary charge for refinancing
     of debt                                                   --                   --                (0.12)                 --
                                                      -----------          -----------          -----------         -----------

   Net income                                         $      0.58          $      0.55          $      1.32         $      1.46
                                                      ===========          ===========          ===========         ===========

Diluted Earnings per Share:
   Income from continuing operations                  $      0.58          $      0.57          $      1.42         $      1.48
   Loss from discontinued operations                           --                (0.03)                  --               (0.07)
   Extraordinary charge for refinancing
     of debt                                                   --                   --                (0.12)                 --
                                                      -----------          -----------          -----------         -----------

   Net income                                         $      0.58          $      0.54          $      1.30         $      1.41
                                                      ===========          ===========          ===========         ===========

Numbers of shares used in computation
  of per share information:
   Basic                                                6,248,000            5,682,000            6,278,000           5,260,000
   Diluted                                              6,314,000            5,867,000            6,385,000           5,442,000
</TABLE>


See accompanying notes to unaudited consolidated financial statements.

(a)  Loss from discontinued operations is net of applicable tax benefits of $112
     and $270 for the three month and nine month periods ended December 28,
     1997, respectively.

(b)  Extraordinary charge for refinancing of debt is net of applicable tax
     benefits of $532 for the nine month period ended December 27, 1998.


                                        3
<PAGE>   5
                           CONSOLIDATED BALANCE SHEETS
                   (In Thousands of Dollars Except Share Data)

<TABLE>
<CAPTION>
                                                                                               UNAUDITED
                                                                                           DECEMBER 27, 1998      MARCH 31, 1998
                                                                                           -----------------      --------------
<S>                                                                                              <C>              <C>      
ASSETS
Current assets:
    Cash and cash equivalents                                                                    $     811        $   2,960
    Accounts receivable (net of allowance for doubtful accounts
     of $516 at December 27, 1998 and $556 at March 31, 1998)                                       33,294           33,244
    Notes receivable                                                                                   583            5,086
    Inventories                                                                                     64,241           53,985
    Prepaid expenses and other current assets                                                        1,663            1,022
    Deferred income taxes                                                                            3,628            2,773
    Assets held for sale                                                                                --            5,442
                                                                                                 ---------        ---------
     Total current assets                                                                          104,220          104,512
                                                                                                 ---------        ---------

Property, Plant and Equipment                                                                      113,121           92,981
    Less accumulated depreciation and amortization                                                  35,383           29,295
                                                                                                 ---------        ---------
     Property, Plant and Equipment - net                                                            77,738           63,686
                                                                                                 ---------        ---------

Other assets:
    Notes receivable                                                                                 3,698            7,181
    Costs in excess of net assets of acquired businesses (net of accumulated amortization:
     December 27, 1998, $6,524;  March 31, 1998, $5,115)                                            81,980           45,094
    Other                                                                                           24,243           15,600
                                                                                                 ---------        ---------
     Total other assets                                                                            109,921           67,875
                                                                                                 ---------        ---------
     Total                                                                                       $ 291,879        $ 236,073
                                                                                                 =========        =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                                                            $      45        $  12,137
    Accounts payable-trade                                                                          10,600           14,694
    Accrued compensation                                                                             4,916            9,764
    Accrued income taxes                                                                             2,362              332
    Other current liabilities                                                                       19,412           11,154
                                                                                                 ---------        ---------
     Total current liabilities                                                                      37,335           48,081
                                                                                                 ---------        ---------
Long-term debt payable to banks and others                                                         110,780           51,350
                                                                                                 ---------        ---------
Other long-term liabilities                                                                         21,435           20,810
                                                                                                 ---------        ---------
Stockholders' equity:
    Preferred stock-authorized, 300,000 shares;  none issued                                            --               --
    Common stock-authorized, 14,700,000 shares of $.01 par value;
     issued 6,636,152 at December 27, 1998, and 6,564,079 at March 31, 1998                             66               66
    Additional paid-in capital                                                                      76,992           75,959
    Retained earnings                                                                               53,586           46,537
    Other stockholders' equity                                                                      (1,860)          (2,731)
                                                                                                 ---------        ---------
                                                                                                   128,784          119,831
    Less treasury stock, at cost - (404,101 shares at December 27, 1998 and
     292,054 at March 31, 1998)                                                                     (6,455)          (3,999)
                                                                                                 ---------        ---------
     Total stockholders' equity                                                                    122,329          115,832
                                                                                                 ---------        ---------
     Total                                                                                       $ 291,879        $ 236,073
                                                                                                 =========        =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                        4
<PAGE>   6
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                                    UNAUDITED
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                                   NINE MONTHS ENDED
                                                                           --------------------------------------
                                                                           DECEMBER 27, 1998    DECEMBER 28, 1997
                                                                           -----------------    -----------------
<S>                                                                        <C>                  <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $   8,272           $  7,680

Adjustments to reconcile net income to net cash provided by operating
    activities:
    Extraordinary charge for refinancing of debt                                     781                 --
    Depreciation and amortization                                                  7,872              6,557
    Provision for losses on notes and accounts receivable                          1,094                457
    (Gain) loss on sale or disposal of fixed assets                                  (46)               282
Change in assets and liabilities net of acquisitions:
     Decrease in accounts receivable                                               4,362              1,157
     Increase in inventories                                                      (1,625)              (371)
     Decrease in assets held for sale                                                 --                630
     Increase in other assets                                                     (1,147)              (325)
     (Decrease) increase in accounts payable                                      (7,970)               635
     Decrease in accrued compensation                                             (4,866)            (2,497)
     Increase in income tax payable                                                2,274                495
     Decrease in other liabilities                                                (6,387)            (2,214)
                                                                               ---------           --------
    Net cash provided by operating activities                                      2,614             12,486
                                                                               ---------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions net of cash acquired                                       (43,860)           (34,774)
Capital expenditures                                                              (8,955)            (5,509)
Proceeds from sale of fixed assets                                                   463              1,107
Decrease in notes receivable                                                       3,323              1,362
                                                                               ---------           --------

    Net cash used in investing activities                                        (49,029)           (37,814)
                                                                               ---------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings                                               145,773             59,300
Payments on long-term debt                                                       (98,933)           (63,874)
Proceeds from forward exchange rate contracts                                         --              2,036
Proceeds from issuance of stock under stock option plan                              916              1,871
Net proceeds from secondary stock offering                                            --             26,930
Dividends paid                                                                    (1,223)            (1,060)
Treasury stock purchases                                                          (2,317)                --
                                                                               ---------           --------

    Net cash provided by financing activities                                     44,216             25,203
                                                                               ---------           --------

Effect of exchange rate changes on cash                                               50                (63)
Decrease in cash and cash equivalents                                             (2,149)              (188)
Cash and cash equivalents at beginning of period                                   2,960              3,540
                                                                               ---------           --------

Cash and cash equivalents at end of period                                     $     811           $  3,352
                                                                               =========           ========

Supplemental Information:
Interest payments                                                              $   5,364           $  5,111
Income tax payments                                                            $   3,459           $  3,389

Noncash investing activities:
    Exchange of note receivable for equity investment                          $   3,170           $     --
</TABLE>

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

See accompanying notes to unaudited consolidated financial statements.


                                        5
<PAGE>   7
                 STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
                                    UNAUDITED
                   (In Thousands of Dollars Except Share Data)




<TABLE>
<CAPTION>
                                                                                                                       
                                        COMMON STOCK              TREASURY STOCK           ADDITIONAL
FOR THE NINE MONTHS                 --------------------      -----------------------        PAID-IN         RETAINED
ENDED DECEMBER 27, 1998              SHARES       AMOUNT       SHARES          AMOUNT        CAPITAL         EARNINGS  
-----------------------             ---------     ------      --------        -------        --------        --------  

<S>                                 <C>           <C>         <C>             <C>            <C>             <C>       
Balance, March 31, 1998             6,564,079       $66       (292,054)       $(3,999)       $ 75,959        $ 46,537  

Net Income                                 --        --             --             --              --           8,272  

Expenses relating to public
   sale of common stock                    --        --             --             --              (4)             --  

Cash dividends
   ($.195 per share)                       --        --             --             --              --          (1,223) 

Purchase of Treasury Stock                 --        --       (106,600)        (2,317)             --              --  

Unrealized investment
   holding gain                            --        --             --             --              --              --  

Issuance of stock under
   stock option plan - net             67,011        --             --             --             902              --  

Effects of stock under
   incentive bonus plan - net           5,062        --         (5,447)          (139)            135              --  

Foreign currency translation
   adjustments                             --        --             --             --              --              --  
                                    ---------       ---       --------        -------        --------        --------  

Balance, December 27, 1998          6,636,152       $66       (404,101)       $(6,455)       $ 76,992        $ 53,586  
                                    =========       ===       ========        =======        ========        ========  
</TABLE>

<TABLE>
<CAPTION>
                                   OTHER
FOR THE NINE MONTHS             STOCKHOLDERS'
ENDED DECEMBER 27, 1998            EQUITY           TOTAL
-----------------------            -------        ----------

<S>                                <C>            <C>      
Balance, March 31, 1998            $(2,731)       $ 115,832

Net Income                              --            8,272

Expenses relating to public
   sale of common stock                 --               (4)

Cash dividends
   ($.195 per share)                    --           (1,223)

Purchase of Treasury Stock              --           (2,317)

Unrealized investment
   holding gain                        340              340

Issuance of stock under
   stock option plan - net              --              902

Effects of stock under
   incentive bonus plan - net          (30)             (34)

Foreign currency translation
   adjustments                         561              561
                                   -------        ---------

Balance, December 27, 1998         $(1,860)       $ 122,329
                                   =======        =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                        6
<PAGE>   8
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.        Earnings Per Share:

        Basic earnings per share is computed by dividing net income by the
        weighted-average number of shares outstanding. Diluted earnings per
        share is computed by dividing net income by the sum of the
        weighted-average number of shares outstanding plus the dilutive effect
        of shares issuable through the exercise of stock options.

        The components of the denominator for basic earnings per share and
        diluted earnings per share are reconciled as followed: (in thousands)



<TABLE>
<CAPTION>
                                          Three Months Ended                       Nine Months Ended
                                 --------------------------------------   -------------------------------------
                                  December 27, 1998   December 28, 1997   December 27, 1998   December 28, 1997
                                 ------------------   -----------------   -----------------   -----------------
<S>                              <C>                  <C>                 <C>                 <C>  
Basic Earnings per Share:
  Weighted average common
    shares outstanding                    6,248               5,682               6,278               5,260
                                          =====               =====               =====               =====

Diluted Earnings per Share:
  Weighted average common
    shares outstanding                    6,248               5,682               6,278               5,260
  Stock Options (dilutive*)                  66                 185                 107                 182
                                          -----               -----               -----               -----

Denominator for diluted
  Earnings per Share                      6,314               5,867               6,385               5,442
                                          =====               =====               =====               =====
</TABLE>



     *  Not including anti-dilutive stock options which were 40 and 21 thousand,
        respectively, for the three month and nine month periods in 1998, and
        zero for both periods in 1997.


                                        7
<PAGE>   9
NOTE 2.        Comprehensive Income

        Effective April 1, 1998, the Company adopted Statement of Financial
        Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income."
        This statement requires that the Company report the change in its net
        assets during the period from nonowner sources. This statement only
        requires additional disclosures, and does not impact the Company's
        consolidated financial position or cash flows. For the three and nine
        month periods ended December 27, 1998 and December 28, 1997, other
        comprehensive income is comprised of foreign currency translation
        adjustments and unrealized holding gains/(losses) on marketable
        securities. Comprehensive income is summarized below.


<TABLE>
<CAPTION>
                                                Three Months Ended                          Nine Months Ended
                                      --------------------------------------     ----------------------------------------
                                      December 27, 1998    December 28, 1997     December 27, 1998      December 28, 1997
                                      -----------------    -----------------     -----------------      -----------------

<S>                                   <C>                  <C>                   <C>                     <C>    
Net income                                $ 3,643                $ 3,153                $8,272               $ 7,680
Other comprehensive
 income (loss), net of tax:
  Foreign currency
   translation adjustment                     (32)                   205                   561                  (161)
  Unrealized investment
    holding gain (loss)                       349                   (129)                  340                   (79)
                                          -------                -------                ------               -------
Total comprehensive
  income                                  $ 3,960                $ 3,229                $9,173               $ 7,440
                                          =======                =======                ======               =======
</TABLE>



NOTE 3.        Inventories:

        Inventories are summarized as follows:


<TABLE>
<CAPTION>
                                                December 27, 1998             March 31, 1998
                                                -----------------             --------------

<S>                                             <C>                           <C>     
            Finished goods                          $ 26,535                    $ 22,515
            Work-in-process                           12,770                      11,330

            Purchased and                                              
            manufactured parts                        24,936                      20,140
                                                    --------                    --------
               Total inventories                    $ 64,241                    $ 53,985
                                                    ========                    ========
</TABLE>



NOTE 4.        Acquisitions

        On June 29, 1998, the Company acquired all of the outstanding common
        stock of Aerospace Rivet Manufacturers Corporation ("ARM") for $27
        million in cash, plus direct acquisition costs, and other contingent
        consideration. ARM, located in Santa Fe Springs, California, produces
        rivets and externally threaded fasteners for the aerospace industry.

        On July 28, 1998, the Company acquired all of the outstanding common
        stock of NORCO, Inc. for $18 million in cash, plus direct acquisition
        costs, and other contingent consideration. NORCO, Inc., located in
        Ridgefield, Connecticut, produces aircraft parts and motion control
        components for the aerospace industry.


                                        8
<PAGE>   10
NOTE 5.        Long-Term Debt Payable to Banks and Others

        Long-term debt payable, including current maturities, consisted of the
following:

<TABLE>
<CAPTION>
                                  December 27, 1998         March 31, 1998   

<S>                               <C>                       <C> 
Credit agreement - 7.04%               $107,348                      --
Credit agreement - 7.75%                  2,800                $  2,676
Term loan        - 6.85%                     --                  36,099
Term loan        - 9.79%                     --                  24,000
Other                                       677                     712
                                       --------                  ------
                                        110,825                  63,487
Less current maturities                      45                  12,137
                                       --------                  ------

Total                                  $110,780                $ 51,350
                                       ========                ========
</TABLE>

        Credit Agreement
        Effective July 24, 1998, the Company's revolving credit line ("the
        Revolver") was revised and amended to increase the Revolver to $125
        million and eliminate Term Loan A and Term Loan B. The new credit
        agreement is substantially with the same group of lenders and has
        similar collateral and customary financial covenants, but is no longer
        asset based, and does not require principal payments until maturity on
        July 23, 2003.

        On December 27, 1998 the Company's domestic debt consisted of $88.8
        million of borrowings under the Revolver and $0.7 million of other
        borrowings. Letters of credit outstanding under the line at December 27,
        1998 were $0.1 million. Amounts outstanding under International Lines of
        Credit were $21.3 million at December 27, 1998.

        Other
        Other long-term debt is comprised principally of an obligation due under
        a collateralized borrowing arrangement with a fixed interest rate of 3%
        due December 2004 and loans on life insurance policies owned by the
        Company with a fixed interest rate of 5%.


NOTE 6.        New Accounting Pronouncements Not Yet Adopted

        In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
        of an Enterprise and Related Information", which will be effective for
        the Company's current fiscal year. SFAS No. 131 redefines how operating
        segments are determined and requires expanded quantitative and
        qualitative disclosures relating to the Company's operating segments.
        The Company is currently evaluating which operating segments, if any, it
        will disclose differently than previously reported.

        In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
        about Pensions and Other Postretirement Benefits - an amendment of FASB
        Statements No. 87, 88 and 106." This statement, which will be effective
        for the Company's current fiscal year, requires revised disclosures
        about pension and other postretirement benefit plans. The adoption of
        this statement will not have any impact on the Company's consolidated
        financial position, results of operations or cash flows.

        In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
        Hedging Activities," was issued and is effective for the Company for its
        fiscal year ending March 31, 2001. SFAS No. 133 requires that all
        derivative instruments be measured at fair value and recognized in the
        balance sheet as either assets or liabilities. The Company is currently
        evaluating the impact this pronouncement will have on its consolidated
        financial statements.


                                        9
<PAGE>   11
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

All references to three and nine months periods in this Management's Discussion
refer to the three and nine months periods ended December 27, 1998 for fiscal
year 1999 and the three and nine months periods ended December 28, 1997 for
fiscal year 1998. Also when referred to herein, operating profit means net sales
less operating expenses, without deduction for general corporate expenses,
interest and income taxes. Unless otherwise indicated, amount per share refers
to diluted amounts per share.

Sales for the nine months period in 1999 were $165.7 million, an increase of
$17.3 million or 12% from the comparable period in 1998. For the three month
period in 1999 sales were $57.9 million, a $9.4 million or 19% increase from the
comparable period in 1998. As further discussed below, the increased sales
performance for the nine and three month periods in 1999 resulted primarily from
the acquisitions of ARM on June 29, 1998 and NORCO, Inc. on July 28, 1998.

Gross profit for the nine month period in 1999 increased $5.2 million or 11%
from the comparable period in 1998. For the three month period in 1999, gross
profit increased $1.6 million or 10%. Operating profit from continuing
operations for the nine month period in 1999 was $27.5 million, an increase $2.3
million or 9% from the comparable period in 1998. For the three month period in
1999 operating profit from continuing operations was $9.4 million, an increase
of $0.4 million or 5% from the comparable period in 1998. Changes in sales,
operating profit and new orders from continuing operations are discussed below
by segment.

Net income, after an extraordinary item, for the nine month period in 1999 was
$8.3 million or $1.30 per share on a diluted basis, compared to $7.7 million or
$1.41 per share, for the comparable period of 1998. The three month period in
1999 reported net income of $3.6 million or $0.58 per share compared to $3.2
million or $0.54 per share for the year earlier period. Net income for the nine
month period in 1999 included an extraordinary charge in the amount of $0.8
million or $0.12 per share after tax for the refinancing of debt. Net income for
both periods in 1999 also included a provision for a possible loss on a note
receivable from the sale of a previously discontinued company. The amount of the
charge in the nine month period in 1999 was $0.9 million pre-tax which reflected
a change in the collectability estimate during the three month period in 1999
for $0.3 million pre-tax. The extraordinary charge for the refinancing of debt
of $0.8 million after tax is discussed in more detail in the discussion of
liquidity and capital resources section.

Interest expense decreased $0.7 million for the nine month period in 1999
primarily due to reduced bank debt following the November 1997 common stock
offering. For the three month period in 1999 interest expense increased by $0.2
million reflecting the increased bank debt which was used for acquisitions
during the second quarter of fiscal 1999 as discussed in Note 4. Interest
expense for both the nine month and three periods was favorably affected by
reduced LIBOR and Prime interest rates.


                                       10
<PAGE>   12
New orders received during the nine month period in 1999 totaled $166.6 million,
an increase of $11.7 million or 8% from 1998's comparable period. For the three
month period, new orders totaled $54.2 million, an increase of $0.5 million or
1% from last year's comparable period. The increased new orders for both the
nine month and three month periods were primarily due to the acquisitions of ARM
and NORCO, Inc. partially offset by a slight reduction of new orders in the
Specialty Fastener segment. At December 27, 1998, total backlog of unfilled
orders was $98.0 million compared to $78.9 million at December 28, 1997,
primarily due to the acquisitions of ARM and NORCO, Inc.


                                       11
<PAGE>   13
FINANCIAL SUMMARY BY PRODUCT SEGMENT
(In Thousands of Dollars)



<TABLE>
<CAPTION>
                                                           NINE MONTHS ENDED                                 NET CHANGE
                                               ------------------------------------------           ---------------------------
                                               DECEMBER 27, 1998        DECEMBER 28, 1997               $                    %
                                               -----------------        -----------------           --------                ---
<S>                                            <C>                      <C>                         <C>                     <C>
Sales:

     Specialty fastener products                  $ 130,720                $ 122,179                $  8,541                  7
     Aerospace products                              34,994                   26,209                   8,785                 34
                                                  ---------                ---------                --------

                          Total                   $ 165,714                $ 148,388                $ 17,326                 12
                                                  =========                =========                ========


Operating profit:

     Specialty fastener products                  $  19,133                $  19,159                $    (26)                (0)
     Aerospace products                               8,372                    6,049                   2,323                 38
                                                  ---------                ---------                --------

                          Total                   $  27,505                $  25,208                $  2,297                  9


Corporate expense (a)                                (7,478)                  (6,463)                 (1,015)               (16)

Corporate interest and other income                     333                      909                    (576)               (63)

Interest expense                                     (5,272)                  (5,970)                    698                 12
                                                  ---------                ---------                -------- 


Income from continuing
     operations before
     income taxes                                 $  15,088                $  13,684                $  1,404                 10
                                                  =========                =========                ========
</TABLE>


(a)  The corporate expense for the nine month period ended December 27, 1998,
     includes an estimated $0.9 million increase to the allowance to offset a
     possible loss on notes receivable.


                                       12
<PAGE>   14
FINANCIAL SUMMARY BY PRODUCT SEGMENT
(In Thousands of Dollars)



<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED                                NET CHANGE
                                             -----------------------------------------         ----------------------------
                                             DECEMBER 27, 1998       DECEMBER 28, 1997              $                    %
                                             -----------------       -----------------           -------                ---
<S>                                          <C>                     <C>                         <C>                    <C>
Sales:

     Specialty fastener products                 $ 43,353                $ 39,481                $ 3,872                 10
     Aerospace products                            14,510                   8,971                  5,539                 62
                                                 --------                --------                -------                

                          Total                  $ 57,863                $ 48,452                $ 9,411                 19
                                                 ========                ========                =======                 


Operating profit:

     Specialty fastener products                 $  5,750                $  6,734                $  (984)               (15)
     Aerospace products                             3,696                   2,304                  1,392                 60
                                                 --------                --------                -------                

                          Total                  $  9,446                $  9,038                $   408                  5


Corporate expense (a)                              (1,584)                 (1,867)                   283                 15

Corporate interest and other income                   144                     265                   (121)               (46)

Interest expense                                   (2,011)                 (1,810)                  (201)               (11)
                                                 --------                --------                -------                


Income from continuing
     operations before
     income taxes                                $  5,995                $  5,626                $   369                  7
                                                 ========                ========                =======                 
</TABLE>


(a)  The corporate expense for the three month period ended December 27, 1998,
     includes an estimated $0.3 million reduction to the allowance to offset a
     possible loss on notes receivable.


                                       13
<PAGE>   15
SPECIALTY FASTENER PRODUCTS SEGMENT

Sales for the specialty fastener products segment were $130.7 million for the
nine month period in 1999, an increase of $8.5 million or 7% from the comparable
period in 1998. Sales for the three month period in 1999 were up $3.9 million or
10% from the same period in 1998. The nine and three month increases in 1999
were primarily due to the inclusion of ARM's operations in the current year
periods. The increased sales from the ARM acquisition were partially offset in
both periods by lower domestic retaining ring sales relating to the
consolidation of our two North American retaining ring factories. International
fastener sales for both periods were slightly higher with an increase in
European sales partially offset by a decrease in Brazilian sales.

Operating profit for the segment was $19.1 million for the nine month period in
1999, basically equal to the comparable period in 1998. The three month period
in 1999 reported an operating profit of $5.8 million, a decrease of $1.0 million
or 15% from the comparable period in 1998. The decreased operating profit was
primarily due to lower operating margins at the company's domestic and European
hose clamp operations and lower volume at the domestic retaining ring
operations, which were partially offset by the ARM acquisition in June 1998.

New orders were flat for the nine month period in 1999, as compared to the same
period in 1998. New orders for the three month period in 1999 decreased $3.7
million or 8% from the comparable period in 1998. The primary reasons for this
decrease were due to reduced new orders at the company's domestic and European
hose clamp operations, partially offset by the ARM acquisition in June 1998.
Backlog of unfilled orders at December 27, 1998 was $50.0 million compared to
$46.8 million at December 28, 1997, primarily due to the acquisition of ARM.

AEROSPACE PRODUCTS SEGMENT

Sales for the aerospace products segment were $35.0 million for the nine month
period in 1999, an increase of $8.8 million or 34% from the comparable period in
1998. Sales for the three month period in 1999 were $14.5 million, up $5.5
million or 62% from the comparable period in 1998. The increases were primarily
due to the acquisition of NORCO, Inc. on July 28, 1998.

Operating profit for the nine month period in 1999 was $8.4 million, an increase
of $2.3 million or 38% from the comparable period in 1998. The three month
period reflected an operating profit of $3.7 million, a increase of $1.4 million
or 60% from the comparable period in 1998. The increased operating profit for
both periods was also primarily due to the acquisition of NORCO, Inc.

New orders for the nine month period in 1999 increased $12.6 million or 49% from
the comparable period in 1998. New orders for the three month period in 1998
increased $ 4.2 million or 46% from the comparable period in 1998. The increases
in both 1999 periods were due to the NORCO, Inc. acquisition and increased
orders at the Breeze-Eastern division during the nine month period. Backlog of
unfilled orders at December 27, 1998 was $48.0 million compared to $32.1 million
at December 28, 1997, primarily due to the NORCO, Inc. acquisition and higher
backlog at Breeze-Eastern.


                                              14
<PAGE>   16
LIQUIDITY AND CAPITAL RESOURCES

The Company's debt-to-capitalization ratio was 48% as of December 27, 1998,
compared to 35% as of March 31, 1998, primarily due to increased bank borrowings
for the acquisitions of ARM and NORCO, Inc. in the second quarter of fiscal
1999. The current ratio at December 27, 1998, stood at 2.79 compared to 2.17 at
March 31, 1998. Working Capital was $66.9 million at December 27, 1998, up $10.5
million from March 31, 1998.

During the nine months ended December 27, 1998, the Company purchased 106,600
shares of treasury stock for $2.3 million. Treasury stock purchases are made in
the open market or in negotiated transactions when opportunities arise. Plans to
purchase Treasury stock are subject to the terms of the Company's credit
agreement and may be discontinued by the Company at any time.

On June 28, 1998, the Company reclassified approximately $5.4 million of assets
held for sale, primarily land and buildings, to other long term assets due to
the termination of sales negotiations. There are no current substantive
negotiations which could result in liquidation within the next twelve months,
although the Company continues to actively seek to sell the properties.

Management believes that the Company's anticipated cash flow from operations,
combined with the bank credit described above, will be sufficient to support
working capital requirements, capital expenditures and dividend payments at
their current or expected levels. Capital expenditures in the nine month period
in 1999 were $ 9.0 million as compared with $5.5 million in the comparable
period in 1998.

EXTRAORDINARY CHARGE FOR REFINANCING OF DEBT

On July 24, 1998 the Company refinanced its long term debt. The new financing
agreement increased the Company's revolving credit limit to $125 million and
eliminated the Term A loan and the Term B loan. The new agreement is with
substantially the same group of lenders and has similar collateral and customary
covenants, but is no longer asset based and does not require principal payments
until maturity on July 23, 2003. The unamortized costs associated with the old
credit agreement have been charged to earnings in fiscal year 1999 in the amount
of $1.3 million before tax. The after tax amount of $0.8 million is classified
as an extraordinary charge in the Statement of Consolidated Operations for the
nine month period ended December 27, 1998.

NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", which will be effective for the Company's
current fiscal year. SFAS No. 131 redefines how operating segments are
determined and requires expanded quantitative and qualitative disclosures
relating to the Company's operating segments. The Company is currently
evaluating which operating segments, if any, it will disclose differently than
previously reported.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits - an amendment of FASB Statements No.
87, 88 and 106." This statement, which will be effective for the Company's
current fiscal year, requires revised disclosures


                                       15
<PAGE>   17
about pension and other postretirement benefit plans. The adoption of this
statement will not have any impact on the Company's consolidated financial
position, results of operations or cash flows.

In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued and is effective for the Company for its fiscal year
ending March 31, 2001. SFAS No. 133 requires that all derivative instruments be
measured at fair value and recognized in the balance sheet as either assets or
liabilities. The Company is currently evaluating the impact this pronouncement
will have on its consolidated financial statements.

YEAR 2000 ISSUE

The Company is preparing for the impact of the Year 2000 issue, including the
impact that it may have on the Company's material third party vendors, suppliers
and customers. The Year 2000 issue relates to the computer storage of dates with
the format of the year as either a two digit or a four digit data field.
Computer programs which have only a two digit field to identify the year must be
modified prior to the year 2000, otherwise the year 2000 may be confused with
year 1900. This confusion, if left unresolved, could potentially disrupt the
Company's internal business operations or the operations of third parties with
whom the Company does business.

The Company has taken steps to have all of its computer systems and facilities
in compliance with the Year 2000 date requirement before that date is reached.
Thus far the Company has reviewed its facilities and internal computer systems
at all locations for compliance. Identification and testing of all internal
systems has been underway for over a year and is in the later stages of
completion. Progress is currently being monitored on a monthly basis at all
business units. Some surveys of key customers and suppliers have been obtained
and are being updated on an on-going basis.

The total cost associated with Year 2000 remediation is not expected to be
material to the Company's financial condition or results of operations. The
Company's planned expenditure for Year 2000 compliance is $0.5 million, most of
which has been or is expected to be spent during the current fiscal year. The
Company has addressed contingency planning for the Year 2000 issue and has
outlined various plans for further development based upon additional test
results and survey findings. The anticipated completion date for all Year 2000
compliance is September 1999. The expected completion date and costs for Year
2000 compliance are based on estimates and future assumptions which are subject
to uncertainty. Such forward-looking assessments may be adversely affected by
subsequent findings and test results which could have a material impact on the
Company's financial condition or results of operations.

Based on the information obtained to date, the Company does not believe that
there will be any significant interruptions in systems that will adversely
affect the Company relative to the Year 2000 issue. The Company is not able,
however, to identify or control all external Year 2000 issues, such as those
which may exist at the governmental, supplier and customer levels.


                                       16
<PAGE>   18
                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
(a)    Exhibits
       -------- 
<S>                <C>                                                                      
       10.18       Form of First Amendment to Executive Severance Agreement with
                   Officers of the Company*
                  
       10.19       Form of First Amendment to Executive Severance Agreement with Subsidiary
                   Presidents*
                  
       10.20       Form of First Amendment to Executive Severance Agreement with Division
                   Presidents*
                  
       10.21       Form of First Amendment to Executive Severance Agreement with Overseas
                   Subsidiary Managing Directors*
                  
       27          Financial Data Schedule
</TABLE>


-----------     

         *  Forms of Initial Agreements were previously filed as exhibits to
            Registrant's Form 10-K for the fiscal year ended March 31, 1997.

(b) No reports on Form 8-K were filed during the quarter ended December 27,
1998.



                                   SIGNATURES


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


                                 TRANSTECHNOLOGY CORPORATION
                                         (Registrant)


Dated: February 9, 1999          By:   /s/ Joseph F. Spanier
                                       ----------------------------------
                                       JOSEPH F. SPANIER, Vice President
                                       and Chief Financial Officer*


         *  On behalf of the Registrant and as Principal Financial Officer.


                                       17