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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 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: 0-25834

                                   EASCO, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                <C>                   <C>                                       <C>  
            Delaware                   94-3157362          706 South State Street, Girard, Ohio        44420
-------------------------------    -------------------     ------------------------------------     ----------
(State or other jurisdiction of     (I.R.S. Employer              (Address of principal             (Zip Code)
Incorporation or organization)     Identification No.)              executive office)
</TABLE>

       Registrant's telephone number, including area code: (330) 545-4311

        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.01 Par Value
                                (Title of Class)

     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
                                             ---    ---

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

     The aggregate market value of the voting common stock held by
non-affiliates of the registrant, based upon the closing sale price of the
common stock on March 22, 1999 as reported on the Nasdaq National Market, was
approximately $17,842,143. Shares of common stock held by each officer and
director and by each person who owns 5% or more of the outstanding common stock
have been excluded in that such persons may be deemed to be affiliates.

     Number of shares of common stock outstanding as of March 22, 1999:
9,452,541

                                       1


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                       DOCUMENTS INCORPORATED BY REFERENCE
                              (See following page)

================================================================================


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                       DOCUMENTS INCORPORATED BY REFERENCE

CERTAIN PORTIONS OF THE DOCUMENTS LISTED BELOW HAVE BEEN INCORPORATED BY
REFERENCE INTO THE INDICATED PART OF THIS FORM 10-K.

<TABLE>
<CAPTION>
DOCUMENT INCORPORATED                                         PART OF FORM 10-K
---------------------                                         -----------------
<S>                                                           <C>
ANNUAL REPORT TO SHAREHOLDERS                                 ITEMS 5, 6, 7 AND 8 OF PART II AND ITEM 
                                                              14(1)A OF PART IV

PROXY STATEMENT FOR 1998 ANNUAL MEETING                       ITEMS 10, 11, 12 AND 13 OF PART III
OF STOCKHOLDERS TO BE HELD MAY 7, 1999
</TABLE>


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<PAGE>   4


                              CAUTIONARY STATEMENT

     Holders of the Company's securities and prospective investors should
consider the following factors with the other information contained in this
Annual Report on Form 10-K, in connection with an investment in the Company's
securities. Information contained or incorporated by reference in this Annual
Report on Form 10-K contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, which are not historical
facts or use forward-looking terminology such as "may," "will," "plans,"
"expects," "anticipates," "estimates," "intends," "should" or "continue" or the
negative thereof or other variations thereon or comparable terminology. The
matters set forth in the section titled "Risks and Uncertainties," constitute
cautionary statements identifying important factors with respect to such
forward-looking statements that could cause actual results to differ materially
from those contemplated by any such forward-looking statements.


PART I

ITEM 1.  BUSINESS

GENERAL

     All references to the Company refer to Easco, Inc., its wholly-owned
subsidiary, Easco Corporation ("Easco") and its subsidiary, Dolton Aluminum
Company, Inc. ("Dolton").

     The Company is the largest independent extruder of soft alloy aluminum
products in the United States. In 1998, the Company shipped 313.9 million pounds
of aluminum extrusions, representing approximately 9% of all U.S. soft alloy
extrusion shipments. The Company operates 21 aluminum extrusion presses and
three casting facilities at eleven plants in five states, and its products
include standard and custom profiles (shapes of specific lengths and
cross-sectional design), conduit and drawn tubing. The Company also produced
vinyl extrusions through operations that were sold in January 1998.

     The Company serves approximately 2,600 customers spanning primarily five
industry groups (building and construction, transportation, distribution,
electrical and consumer durables), and its extrusions are used in a wide variety
of products including door and window frames, truck bodies, truck trailers,
recreational vehicles, automobiles, boats, home appliances, patio enclosures and
furniture, office furniture and equipment, picture frames, sport and exercise
equipment, health care equipment, coaxial cable and electrical conduit.

     During November 1996, the Company's executive staff was reorganized. This
reorganization resulted in the turnover of several key executive positions,
including President and Chief Executive Officer, Executive Vice President and
Chief Financial Officer, and Vice President, Sales and Marketing. In addition,
the positions of Vice President, Operations and Vice President, Raw Materials
were established. The new management team has initiated changes which helped
return the Company to profitability in 1997 and continued growth in 1998 by
focusing on product quality and the improvement of production methods.


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PRODUCTS

     Overview. The Company's aluminum extrusions are sold to a wide array of
industries as summarized in the following table. Aluminum's valuable physical
properties include its light weight, resistance to corrosion, thermal and
electrical conductivity and high tensile strength.



<TABLE>
<CAPTION>


                                                                                             PERCENTAGE OF COMPANY'S TOTAL
                                                                                                    ALUMINUM SALES
                                                                                                      (BY WEIGHT)

INDUSTRY                    PRIMARY CUSTOMERS            PRINCIPAL END-PRODUCTS                  1998         1997
--------                    -----------------            ----------------------                  ----         ----
<S>                         <C>                          <C>                                    <C>          <C>
Building and Construction   Manufacturers, assemblers    New and replacement windows and         27%          25%
                            and contractors              storm doors, wall partitions,
                                                         railings, structural beams, 
                                                         patio enclosures, bleacher 
                                                         seats, road signs, skylights 
                                                         and curtain walls

Transportation              Manufacturers of vehicles    Components used in truck bodies,        37%          36%
                            and their suppliers          recreational vehicles, railcars,
                                                         step vans, van conversions,
                                                         automobiles, emergency 
                                                         vehicles and livestock 
                                                         trailers

Distribution                General metal distributors   Building and construction and           16%          15%
                            and service centers          transportation products and a
                            primarily serving the        variety of general industrial
                            building and construction    applications
                            and transportation
                            industries

Electrical                  Manufacturers of coaxial     Coaxial cable, electrical               15%          19%
                            cable and distributors,      conduit, heat sinks and
                            contractors and fabricators  connectors

Consumer Durables           Manufacturers and            Components for boats, sports and         5%           5%
                            assemblers of finished       exercise equipment, swimming
                            goods and major              pools, health care equipment, and
                            subassemblers                lawn and patio furniture

</TABLE>


     The Company does not consider its business to be dependent on sales to any
single customer or small number of customers, the loss of which would have a
material adverse effect on the Company's business or financial condition, with
the possible exception of coaxial cable sheathing sales, which are limited to a
market of only two customers, as discussed below. Including sales to this
market, the Company's top ten customers accounted for approximately 32% of its
1998 net sales. For additional information on the Company's customers, see "--
Managing Aluminum Price Fluctuations" and "-- Marketing and Distribution;
Customer Service."

     Building and Construction. Products for the building and construction
industry include new and replacement windows and storm door frames, wall
partitions, railings, structural beams and other

                                       5

<PAGE>   6


components, patio enclosures, solariums, skylights, bleacher seats, road signs,
curtain walls and other products for both the commercial and residential
markets. Window and door products represent one of the Company's single largest
markets, comprising approximately 17% of the Company's total sales by weight in
1998. The Company's products are sold to manufacturers, assemblers and
contractors in both the new construction and replacement window and door
markets. The largest geographic market for the Company's commercial replacement
windows are Northeastern cities where older commercial buildings are retrofitted
with energy saving windows using the Company's products.

     Transportation. The transportation industry is a significant market for
extruded shapes used in truck bodies, recreational vehicles, step vans (delivery
vehicles) and van conversions as well as automobiles, beverage delivery trucks,
emergency vehicles, livestock trailers and motor homes. Through acquisitions and
capital spending, the Company has enhanced its position in the market for
transportation products, which represented approximately 37% of the Company's
total aluminum sales by weight in 1998. The Company is well positioned
geographically to serve this market through its plants in Illinois, Indiana and
Ohio.

     Distribution. The Company has historically served the distribution market
through sales to distributors servicing the building and construction and
transportation industries and, to a lesser extent, to general metal distributors
and service centers. These customers resell extrusions and other metal products
to manufacturers, contractors and other industrial end users. To better meet the
requirements of this market, the Company has established and stocked depots in
Illinois, North Carolina and Connecticut to provide rapid customer order
fulfillment for a number of the Company's products.

     Electrical. The Company is one of two principal manufacturers in the world
of sheathing for coaxial cable. There are two manufacturers of coaxial cable who
dominate this market. For over 10 years, the Company has been the principal
supplier to one of these manufacturers and currently serves as a secondary
supplier to the other.

     Sales to this market depend upon new and replacement cable installations,
both domestically and internationally. Because coaxial cable has an expected
life of approximately 10 to 15 years before signal integrity begins to erode,
the Company believes that the replacement market represents a large and stable
market for coaxial cable sheathing. Additionally, management believes that if
the two dominant cable manufacturers proceed with their announced cable system
architecture to install fiber optics (which do not utilize aluminum sheathing),
it will be necessary to replace the older, less efficient coaxial cable network
with new coaxial cable. Management believes that the telecommunications industry
will continue to undergo rapid change, both technological and legislative;
however, it is not possible to predict the impact these changes will have on the
market for sheathing for coaxial cable.

     The Company is one of three extruders in the United States that
manufactures aluminum electrical conduit pipe. Aluminum conduit is considered by
many users to be superior to that manufactured with steel because aluminum is
lighter in weight, non-sparking, non-magnetic and resistant to corrosion.
Aluminum electrical conduit is frequently specified by engineers for use in
applications involving pulp, paper and petro-chemicals due to its non-sparking
characteristics. The Company also manufactures extrusions for heat sinks,
connectors, and other electrical parts that are used by electrical equipment
manufacturers and utilities.

     Consumer Durables. The Company extrudes products for manufacturers of
finished goods and major sub-assemblers of consumer durable products. End use
products in this segment include, among others, boats, sports and exercise
equipment, swimming pools, health care equipment, appliances, and lawn and patio
furniture. In 1998, sales by weight to the consumer durables market accounted
for approximately 5% of the Company's total aluminum sales.

     Vinyl Products. The Company's vinyl extrusions were sold primarily to
manufacturers of replacement windows used in the building and construction
industry. In 1997, vinyl extrusion shipments


                                       6

<PAGE>   7


totaled 12.2 million pounds, representing approximately 4% of the Company's
total shipments by weight. In January 1998, the Company completed the sale of
its vinyl extrusion operations.

MANUFACTURING

     The Company's manufacturing operations consist principally of casting,
extruding, fabricating and finishing aluminum. First, cylindrical aluminum logs
of between 16 and 20 feet in length and of varying diameters are cast from a
mixture of pure aluminum ingot and scrap aluminum. The logs are homogenized in
large ovens and cut into the optimal aluminum billet lengths (usually between 24
and 36 inches) for the products to be extruded. The aluminum billet is the raw
material used to manufacture aluminum extrusions. The process begins by heating
the billet and forcing it under high pressure in an extrusion press through a
die that forms the desired cross-sectional pattern or profile. Next, the
extrusions are either straightened by stretching, after which they are cut to
required lengths and, in most cases, age-hardened in ovens, or coiled onto reels
(as in the case of coaxial cable sheathing). These "mill finish" extrusions are
then either packed and shipped directly to customers or receive further
finishing and/or fabrication as specified by the customer.

Raw Materials

     The Company's major raw materials are primary aluminum, aluminum scrap and,
to a lesser extent, aluminum billet purchased on the open market. Historically,
the Company has produced approximately 80% to 85% of its billet requirements in
its own casting facilities utilizing primary aluminum ingot, purchased aluminum
scrap and scrap recycled from the Company's extrusion plants. Billet is cast in
a number of standard alloys dictated by the physical properties required of the
finished product. During the third quarter of 1998, the Company completed an
expansion at its Ahoskie, North Carolina casting facility and is now
substantially self-sufficient for its billet requirements. The Company purchases
certain non-standard alloy billet in the open market.

     The Company buys primary aluminum ingot from metal brokers as well as
primary aluminum producers. As a global commodity, aluminum ingot is widely
available, and no single supplier or group of suppliers has been able to dictate
pricing. The Company typically purchases aluminum for casting as necessary to
meet its requirements, and generally engages in forward aluminum purchases to
meet the requirements of fixed price sales contracts. See "-- Managing Aluminum
Price Fluctuations."

     The Company's scrap aluminum requirements are met through purchases from
scrap brokers, dealers, other extruders and customers. Aluminum scrap sells at a
discount to primary aluminum, with the amount of the differential dependent upon
aluminum price levels, grade of the scrap and scrap market conditions. These
differentials generally make it advantageous for companies with casting
capabilities to utilize as high a percentage of scrap in their raw material mix
as possible. The differentials, measured as a percentage of primary aluminum
prices, have generally been consistent over time.

 Casting Operations

     Billet casting operations fall into one of two categories: primary and
secondary. Primary billet casting refers to billet produced as part of the
original process of smelting aluminum from alumina and is dominated by the large
integrated aluminum producers, including Alcan Aluminum Ltd., Aluminum Company
of America (Alcoa), Kaiser Aluminum Corporation, Noranda Aluminum Inc., Pechiney
Corp. and Reynolds Metals Company. The Company does not engage in primary billet
casting. Secondary billet, which refers to billet cast from recycled and
remelted aluminum, is produced by a number of casting operations, including the
Company's casting operations, other extruders with casting capabilities and
independent casting companies.

     The first step in the Company's casting process is to melt aluminum ingot
and scrap in a large natural gas fired furnace. The liquid aluminum is either
alloyed directly in the melting furnace or transferred to a holding furnace
where the proper alloying materials are added. The aluminum is then cast into
logs of varying diameters, with lengths of 16 to 20 feet. These logs are
subsequently heated in ovens. This heating process, called homogenization,
allows the cast aluminum to achieve an evenly distributed


                                       7

<PAGE>   8


chemical composition which is optimal for extruding and ensures consistency.
After homogenization, the logs are cut into shorter lengths called billet, and
then bundled and shipped to the Company's extrusion plants.

 Aluminum Extrusion

     In the aluminum extrusion process, a billet is first heated, placed into an
extrusion press, and forced, or extruded, through a die that creates the desired
profile or cross-sectional design. Extrusions are then either straightened by
stretching and cut to the required lengths (in the case of lineal extrusions) or
coiled onto reels (in the case of coaxial cable sheathing). Most extrusions are
hardened by aging in large ovens for four to ten hours. Drawn tubing requires
additional processing in which an extruded pipe is pulled through a die to
create thin-walled aluminum tubing.

     During the extrusion process, scrap is generated at several stages and is
collected and shipped to the Company's casting facilities for recasting into
billet. The Company's management is focusing on programs intended to reduce
internally generated scrap, increasing extrusion throughput and thereby reducing
unit costs.

 Fabrication and Finishing

     The Company provides its customers with a variety of value-added services,
such as painting, anodizing, thermal filling, threading, bending, cutting to
length and drilling. Value-added services enhance the Company's ability to
produce factory-finished extrusions that are ready for the customer's
manufacturing or assembly processes. Management believes that the Company is an
industry leader in painted extrusions, with approximately 80 million pounds
shipped in 1998. Approximately 43% of all products sold by the Company in 1998
included some degree of value-added processing.

 Utilization and Capacity

     The Company's objective is to operate at maximum facility utilization,
defined as full machine usage three shifts per day, seven days per week, 50
weeks per year. Achievement of this objective would allow the Company to produce
approximately 400 million pounds of aluminum extrusions annually, compared to
approximately 314 million pounds of aluminum extrusions shipped by the Company
in 1998. While several plants already operate at full capacity during periods of
high demand, the Company's sales and marketing efforts are focused on achieving
greater sales and profitability in the first and fourth quarters, when capacity
utilization has generally been lower.

     Management believes the Company operates at a higher level of utilization
than the industry average based on the Company's shipment in 1998 of
approximately 9% of all soft alloy extrusions shipped in the United States while
utilizing only 4.7% of the industry's active extrusion presses. Management
believes the Company has a cost advantage over many smaller competitors, since a
high level of facility utilization is important in order to utilize operating
leverage by spreading fixed costs over the greatest possible production levels.

     The Company believes that its existing casting facilities, coupled with
purchases of extrusion billet and log on the open market as, and to the extent
necessary, will be adequate to supply the billet requirements of the Company's
extrusion plants operating at full utilization rates. Because efficient in-house
casting provides cost advantages, the Company is focusing on improving its
casting capability through improved technology at each of its casting
facilities.

                                       8

<PAGE>   9





MANAGING ALUMINUM PRICE FLUCTUATIONS

     Under the Company's Customer Conversion Program, the Company's larger
customers are permitted to provide the Company with the primary aluminum ingot
needed to produce that customer's extrusion requirements. For an agreed upon
tolling fee, the Company casts the customer-supplied ingot along with its own
purchased ingot and scrap aluminum into billet and subsequently manufactures the
customer's extrusions to order. The Customer Conversion Program offers customers
the opportunity, if they so desire, to fix their aluminum costs by making
forward purchases of aluminum ingot. Orders under this program effectively
eliminates the Company's exposure to aluminum price volatility. Management
believes this program increases sales volume and loyalty from certain customers,
particularly those that enter into long term aluminum supply contracts who
typically will then enter into a relationship with the Company for at least the
duration of their aluminum supply contract. Furthermore, the program reduces the
working capital requirements of the Company by reducing both accounts receivable
and inventories. In 1998, shipments under the Customer Conversion Program
accounted for 34% of the Company's total pounds shipped.

     In addition to the Customer Conversion Program, the Company offers three
pricing alternatives that allow its customers to control the impact of aluminum
price fluctuations and minimize the Company's aluminum price fluctuation risk.
These three alternatives are (i) a formula, adjusted monthly or quarterly, which
sets the Company's selling price at the market price of primary aluminum plus a
spread; (ii) an arrangement whereby the Company enters into an agreement to sell
certain quantities of finished product to the customer at fixed prices
concurrently with an agreement to buy or set aside, at future dates, the same
amount of raw aluminum at pre-determined prices; and (iii) market-based pricing.
The Company also regularly monitors its inventory levels, purchase commitments
and sales commitments and enters into forward aluminum commodity sales and/or
purchase contracts to keep its inventory levels and production requirements in
balance.

CAPITAL EXPENDITURES

     Beginning in 1996, the Company's management team has focused on the casting
or "supply" side of the Company in their capital spending initiatives. Equipment
upgrades have been completed at each casting facility, the most significant of
which was the $7.0 million expansion of the Company's Ahoskie, North Carolina
casting facility in 1998. As a result of this expansion, the Company is now
substantially self-sufficient for its aluminum billet requirements. Billet
self-sufficiency is a key strategy of the Company's management team since
internally produced billet has a $0.04 to $0.05 per pound cost advantage over
that purchased on the open market.

     The Company also significantly upgraded the painting operations at its
Girard, Ohio location in 1998. As a result, the Company believes it has the most
cost efficient and highest quality painting operation in the extrusion industry.

     Capital expenditures in 1999 are anticipated to be approximately $12.0
million and will focus primarily on upgrading the Company's extrusion presses.
These improvements include the installation of log shears at certain locations,
the installation of computerized process controls and upgrades of handling
equipment.

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<PAGE>   10



MARKETING AND DISTRIBUTION; CUSTOMER SERVICE

     The Company markets its products through a separate sales force based at
each facility. The Company sells to approximately 2,600 customers in a variety
of industries and markets located throughout the U.S., although the Company's
primary geographic focus is in the Eastern, Southeastern and Midwestern United
States. While decisions on overall sales strategy and base pricing management
are made at the corporate level, each plant general manager and facility sales
staff are responsible for promoting the Company's products, identifying
marketing opportunities, servicing customers and aligning their sales efforts
with regional customer requirements and plant capabilites. Management believes
this provides a higher overall level of customer service and results in a
greater degree of customer loyalty. Compensation of the direct sales force is
comprised of salary and performance-based bonuses. The Company also utilizes
outside sales agents to supplement its marketing effort for certain of its
products.

     Management believes the most important elements of customer service in the
extrusion industry are responsiveness to customer orders, predictable lead
times, short delivery cycles and on-time delivery. The Company seeks to provide
its customers with predictable lead times and short product delivery cycles so
that its customers can optimize their inventory management. The Company reserves
press time for key customers to accommodate their production schedules, and is
generally able to fulfill critical orders from key customers within 48 hours of
receipt by taking advantage of its strategically located plants and its own
fleet of trucks.

     Pricing in the aluminum extrusion industry is typically based upon spreads
over primary aluminum prices: the more difficult or time-consuming a product is
to extrude, the larger the spread.

     The Company distributes a portion of its products through its own
transportation fleet. A majority of the Company's transportation fleet is
leased. Management believes that maintaining a fleet of tractor-trailers
enhances its level of service to customers by enabling the Company to deliver
products in a more timely manner with less damage. The Company also uses
contract carriers and common carriers for certain long hauls, partial loads and
trips where no back haul is available, thereby reducing operating costs without
materially affecting delivery capabilities.

     Because lead times in the extrusion industry are generally less than one
month, the dollar amount of backlog orders is not significant.

COMPETITION

     The soft alloy aluminum extrusion industry is fragmented and highly
competitive. Management estimates that, in the United States, over 100
independent and integrated aluminum extruders operate more than 170 aluminum
extrusion plants and approximately 440 extrusion presses. Management believes a
majority of these competitors operate only one or two presses and estimates that
nearly one half of the industry's output is produced by large, vertically
integrated producers of primary aluminum such as Alcoa and Kaiser. Management
believes that while capacity within the aluminum extrusion industry has
increased during the past two years, it is at a level lower than the late
1980's. The industry has undergone consolidation in recent years, as evidenced
by the acquisition of Cressona Aluminum by Alumax and the subsequent acquisition
of Alumax by Alcoa in 1998.

     Competition is generally conducted on a regional basis due in part to the
large number of extruders and transportation costs. The marketplace requires
each competitor to supply a quality product at a competitive price. Suppliers
differentiate themselves based upon shorter lead times, timely deliveries, the
availability of value-added finishing and fabricating services, and overall
customer service.

     The U.S. extrusion industry has not faced significant foreign competition
since the high level of service required to compete effectively in the U.S.
market would generally be difficult to maintain with foreign production
facilities, where the delay between the receipt of orders and delivery of
finished products, coupled with incremental shipping costs, places foreign
manufacturers at a competitive disadvantage. Management

                                       10

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believes that these factors would require an importer of foreign aluminum
extrusions to maintain a comparatively high level of finished goods inventories
in the U.S. to meet routine customer demands. These required inventories would
increase an importer's relative working capital requirements and its exposure to
swings in aluminum prices and product changes. Management is not aware of any
significant foreign extruders that have pursued this strategy.

EMPLOYEES

     As of December 31, 1998, the Company employed 1,999 people, 1,422 of whom
were covered by collective bargaining agreements. The Company's collective
bargaining agreements are independently negotiated at each manufacturing
facility and expire on a staggered basis. Locals affiliated with the
International Union of Operating Engineers and the United Steelworkers of
America represent most of the organized employees. Since 1980, the Company has
operated without a work stoppage, and Dolton has experienced only one single-day
work stoppage in 1991; however, there can be no assurance that work stoppages
will not occur in the future. In 1998, four union contracts were successfully
renewed and no contracts are scheduled for renewal during 1999.

ENVIRONMENTAL MATTERS

     The Company is subject to a wide variety of federal, state and local
environmental laws and regulations ("Environmental Laws") which continue to be
adopted and amended. These Environmental Laws regulate, among other things, air
and water emissions and discharges at the Company's manufacturing facilities;
the generation, storage, treatment, transportation and disposal of solid and
hazardous waste by the Company; the release of hazardous substances, pollutants
and contaminants into the environment at properties operated by the Company and
at other sites; and, in some circumstances, the environmental condition of
property prior to a transfer or sale. Risks of significant environmental costs
and liabilities are inherent in the operations and facilities of the Company, as
well as other participants in the aluminum extrusion industry. The Company
believes, however, that its current operations are in substantial compliance
with Environmental Laws.

     The Company believes that approximately 15 of the disposal facilities known
to have been used by the Company are "Superfund" sites or potentially will be
considered for Superfund status. The Company has been named as a "potentially
responsible party" with respect to the disposal of wastes at six of these waste
disposal sites under the federal "Superfund" statute and certain analogous state
statutes. Based upon information known to the Company concerning the size of
these sites, their years of operation, the number of past users and the
characteristics of the Company's waste generation, management believes that the
Company's proportionate share of the cost of the necessary investigation and
eventual remedial work that may need to be performed at the sites will not have
a material adverse effect on the Company's financial condition or results of
operations.

     A number of the Company's present and past facilities have been in
operation for many years, and it is possible that additional environmental
issues that could be material may arise in the future. Also, future regulations
and changes in the text or interpretation of existing Environmental Laws may
subject the Company's operations to increasingly stringent standards. While the
precise effect of these changes on the Company cannot be estimated, compliance
with such requirements may make it necessary, at costs which may be substantial,
to retrofit existing facilities with additional pollution-control equipment and
to undertake new measures in connection with the storage, transportation,
treatment and disposal of by-products and wastes.

     While the ultimate extent of the Company's liability for pending or
potential fines, penalties, remedial costs, claims and litigation relating to
environmental laws and health and safety matters and future capital expenditures
that may be associated with environmental laws cannot be determined at this
time, the Company, with the assistance of outside environmental consultants,
regularly assesses its environmental contingencies. After an extensive review of
each operating facility and all known environmental exposures by management and
outside environmental consultants during 1997, the Company reduced the recorded
environmental reserve by $2.3 million to reflect the Company's best estimate of
costs of remedial action as well as any related legal


                                       11
<PAGE>   12


and consulting work. As of December 31, 1998 and 1997, respectively, the
Company's environmental reserves totaled $3.8 million and $6.3 million.
Management believes such amounts, under existing laws and regulations, are
adequate to cover presently identified environmental liabilities, but no
assurance can be given that such amounts will be adequate to cover the ultimate
costs of these liabilities, or the cost of environmental liabilities that may
arise or be identified in the future. Although management expects that any cash
outlays with respect to such matters would be made over a number of years, the
timing of any such expenditures cannot be determined.

PATENTS

     The Company owns certain patents and licenses some patent rights from third
parties. The Company does not believe, however, that its business as a whole, or
the business of its industry, is dependent on any single patent, group of
patents, trademark or franchise.

EXECUTIVE OFFICERS


<TABLE>
<CAPTION>
    NAME                         AGE      POSITION
    ----                         ---      --------
   <S>                          <C>      <C>                                     
    Norman E. Wells, Jr.         50       President and Chief Executive Officer
    Terry D. Smith               44       Executive Vice President and Chief Financial Officer
    Joseph M. Byers              54       Vice President, Sales and Marketing
    James R. McKeithan           53       Vice President, Operations
    Lawrence J. Sax              66       Vice President, Raw Materials
    Thomas H. DuFore             44       Vice President, Human Resources
</TABLE>

     Mr. Wells joined the Company as President and Chief Executive Officer in
November 1996. From March 1993 to November 1996 he was President and Chief
Executive Officer of CasTech Aluminum Group Inc. From 1989 to 1993 he held
various executive positions with CasTech. Prior to his working at CasTech, Mr.
Wells spent 14 years in various positions with Kaiser Aluminum.

     Mr. Smith joined the Company as Executive Vice President and Chief
Financial Officer in November 1996. Previously he was Vice President, Chief
Financial Officer and Treasurer of CasTech Aluminum Group Inc., from 1994 to
1996 and CasTech's predecessor, ABF Investors Inc., from 1987 to 1994.

     Mr. Byers joined the Company as Vice President, Sales and Marketing in
November 1996. For more than five years previously, he was Vice President, Sales
and Marketing for Barmet Aluminum Corporation, a producer of continuous cast
aluminum sheet which subsequently became a subsidiary of CasTech Aluminum Group
Inc.

     Mr. McKeithan joined the Company as Vice President, Operations in November
1996. Previously he was Vice President, Production for Barmet Aluminum
Corporation from 1992 to 1996. Prior thereto he held a similar position with
Ravenswood Aluminum Company, a producer of aluminum sheet and plate.

     Mr. Sax joined the Company as Vice President, Raw Materials in December
1996. From 1992 to 1996 he served as Vice President, Materials Management for
Barmet Aluminum Corporation. From 1988 to 1992 he served as Vice President,
Recycling for WTE Corporation, a materials recycler.

     Mr. DuFore joined the Company as Vice President, Human Resources in April
1997. From 1994 to March, 1997 he served as Vice President, Human Resources for
Columbia National Group, Inc. From 1989 to 1994 he served as Director, Human
Resources for Barmet Aluminum Corporation.


                                       12
<PAGE>   13


RISKS AND UNCERTAINTIES

CUSTOMERS IN CYCLICAL INDUSTRIES; LIMITED BACKLOGS

     Demand for most of the Company's products is cyclical in nature and subject
to changes in general economic conditions that affect market demand. Sales to
the building and construction markets are driven by trends in commercial and
residential construction, housing starts, residential repair and remodelings.
Transportation sales also are cyclical in nature and typically follow the trends
in the automotive, truck and recreational vehicle manufacturing industries.
Sales of coaxial cable sheathing are dependent upon the replacement and/or
expanded installation of coaxial cable for cable television. Many of the
industries served by the Company have experienced recessionary or slow growth
conditions for substantial periods in the past, and adverse economic conditions
may have a material adverse effect on the Company's business or financial
condition. Historically, lower demand has led to lower margins, lower production
levels or both. The Company's capacity utilization is also materially affected
by demand levels, and capacity utilization is an important factor in the
Company's operating performance. The Company and the extrusion industry
generally operate with limited order backlogs, so that adverse changes in demand
can rapidly impact production levels and operating performance. Adverse economic
conditions affecting the overall economy or one or more of the Company's end-use
markets therefore may have a material adverse effect on the Company's business
and financial condition.

SUBSTANTIAL LEVERAGE

     The Company is highly leveraged with a debt (net of cash) to total
capitalization of 49.6% at December 31, 1998. The Company is permitted to incur
additional indebtedness if, at the time, it is able to comply with restrictions
under the indenture governing its 10% Senior Notes due 2001 (the "Senior Note
Indenture") and the Company's revolving credit agreement (the "Credit
Agreement"). The Company is more highly leveraged than certain of its
competitors, which may place the Company at a competitive disadvantage. The
Company's degree of leverage may make it more vulnerable to a downturn in
general economic conditions, particularly in the building and construction and
transportation industries, and limit its ability to respond to changing business
and economic conditions. In addition, the Company expects that it will likely
require additional financing to refinance its Senior Notes at maturity in 2001.
There can be no assurance that such additional financing will be available at
that time, or available on reasonable terms.

ALUMINUM MARKET CONDITIONS

     Since the Company's primary raw materials are aluminum ingot and scrap
aluminum, it is subject to the short-term commodity risk of carrying aluminum in
its inventory. In addition, because changes in aluminum prices are generally
passed through to the Company's customers, increases or decreases in aluminum
prices generally cause corresponding increases and decreases in reported net
sales, causing fluctuations in reported revenues that are unrelated to the level
of business activity. Any major dislocation in the supply and/or price of
aluminum could have a material adverse effect on the Company's business and
financial condition. If the Company is unable to pass through aluminum price
increases to its customers in the future, the Company could be materially
adversely affected. Aluminum price levels may also impact the level of
inventories the Company's customers seek to maintain, and may thereby impact the
Company's order rates as customers adjust their inventories.

VARIABLE COSTS

     Operating within a competitive industry that has experienced limited market
growth in recent years, the Company's operating performance depends to a
material extent on its ability to control variable costs. Certain of the
Company's costs are significantly affected by factors beyond the Company's
control. For example, the Company's casting operations use significant
quantities of natural gas, increases in the price of which adversely impacted
the Company's operating performance in 1996 and could adversely affect operating
performance in future periods. Similarly, the Company's labor costs are affected
by regional and national

                                       13

<PAGE>   14


labor market conditions, which could adversely affect labor costs in the event
of labor shortages or prevailing wage increases in one or more locations. For
example, relatively full employment at certain of the Company's operating
locations has contributed to higher labor costs at those locations. The Company
attempts to control variable costs in part through capital expenditures that are
intended to increase manufacturing efficiency. There can be no assurance that
the Company's capital expenditure program will successfully reduce or limit
operating costs, or that the Company's other variable costs will not experience
material increases.

COMPETITION AND MODERATE BARRIERS TO ENTRY

     The aluminum extrusion industry is fragmented and highly competitive. The
Company faces competition from other independent aluminum extruders as well as
certain vertically integrated aluminum companies (i.e., those with primary
aluminum ingot production capacity) that participate in the extrusion market.
Some of the Company's competitors, particularly those that are vertically
integrated, have greater financial resources than the Company, and certain
competitors have merged in recent years (including Alumax Aluminum and Cressona
Aluminum in 1995, and Alumax and Alcoa in 1998). The impact of competition can
be particularly acute in market segments where there are a limited number of
customers (e.g., cable sheathing). The aluminum extrusion industry has not
experienced significant growth in recent years, and market share expansion may
require price competition that can adversely affect profitability. There can be
no assurance that the Company will be able to compete successfully or that
competition will not have a material adverse effect on the Company's business or
financial condition.

     Other building materials (such as vinyl) may be substituted for aluminum in
certain applications (particularly replacement window frames) and competition
from manufacturers of these materials could adversely affect the Company's
business.

     Management believes that the extrusion industry offers only moderate
barriers to entry, and extrusion presses and other capital equipment are readily
available on the open market. Although management is aware of no significant
recent entrants, there can be no assurance that new entrants will not increase
competition in the aluminum extrusion industry, which could adversely affect the
Company.

ENVIRONMENTAL RISKS

     See "Environmental Matters" in this Annual Report on Form 10-K.

ACQUIRED ASSETS

     The Company may acquire companies or assets that would enable the Company
to offer complementary products or expand geographic coverage, and that
management considers likely to enhance the Company's operations and
profitability. There can be no assurance that any business or assets acquired by
the Company will be integrated successfully into the Company's operations or be
able to operate profitably. For example, the Company's acquisitions of Dolton in
1995 and certain extrusion assets in Kokomo, Indiana in 1994 were not profitable
until a second restructuring in 1997. This resulted in a special pre-tax charge
of approximately $23.3 million to write down the carrying value of certain
related assets in the year ended December 31, 1996.

SEASONALITY AND QUARTERLY FLUCTUATIONS

     The Company's business is subject to seasonal and quarterly fluctuations.
Historically, demand for extrusions and therefore capacity utilization has
generally been highest in the summer months, resulting in a higher portion of
the Company's net sales and profits in the second and third quarters relative to
the first and fourth quarters of each year. The Company's quarterly earnings may
also be affected by the timing of acquisitions (if any) or the integration or
commencement of new press operations which may affect the availability and
extent of utilization of additional press capacity.


                                       14
<PAGE>   15




MANAGEMENT REALIGNMENT; DEPENDENCE ON KEY MANAGEMENT

     In November 1996, the Company appointed a new group of senior executive
officers, including its President and Chief Executive Officer, its Executive
Vice President and Chief Financial Officer, its Vice President-Sales and
Marketing, its Vice President-Operations and its Vice President-Raw Materials.
The success of the Company depends to a large extent on this management team,
particularly the Company's President and Chief Executive Officer, Norman E.
Wells, Jr. The Company does not maintain key-man life insurance on any of its
executive officers.

LIMITATION ON DIVIDENDS

     The declaration and payment of dividends by the Company are subject to the
discretion of the Board of Directors of the Company. Any future determination to
pay dividends will depend on the Company's results of operations, financial
condition, capital requirements, contractual restrictions and other factors
deemed relevant by the Board of Directors. Presently, the Senior Note Indenture
and the Credit Agreement contain certain covenants which effectively limit the
Company's ability to pay dividends. The Company uses retained earnings to retire
indebtedness and support the growth of the Company's business. Although the
Company presently intends to continue its practice of paying a regular quarterly
dividend of $.01 per share, there can be no assurance that the Board of
Directors of the Company will declare or pay dividends on the Common Stock in
the future.

CONTROL BY PRINCIPAL STOCKHOLDER

     American Industrial Partners Capital Fund, L.P. ("AIP") is the beneficial
owner of 44.9% of the Company's outstanding Common Stock. Accordingly, AIP has
substantial voting power in the election of the Company's Board of Directors
and, in general, the determination of any corporate transaction or other matter
submitted to the stockholders for approval, including mergers, consolidations
and the sale of all or substantially all of the assets of the Company, and in
preventing or causing a change in control of the Company. American Industrial
Partners Management Company ("AIPM"), an affiliate of AIP, provides advisory
services to the Company on an ongoing basis pursuant to a Services Agreement.

ANTI-TAKEOVER PROVISIONS

     Certain provisions of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate") may be deemed to have anti-takeover effects
and may delay, defer or prevent a takeover attempt that a stockholder might
consider to be in its best interest. These provisions (i) classify the Company's
Board of Directors into three classes, each of which serves for different
three-year periods, (ii) authorize the issuance of up to 1,000,000 shares of
preferred stock, the rights, preferences, privileges, qualifications,
limitations and restrictions of which the Board of Directors is authorized to
fix without any further vote or action by the stockholders, (iii) generally
prohibit stockholder action by written consent and stockholder-called special
meetings unless approved by the Board of Directors, (iv) prohibit removal of the
Company's directors except upon the vote of a majority of the Board or upon a
vote of the holders of at least 80% of the Common Stock and (v) require a vote
of the holders of 80% of the Common Stock to amend the classified board and
director removal provisions of the Certificate. The Company is also subject to
Section 203 of the Delaware General Corporation Law, which prohibits certain
business combinations between the Company and certain stockholders.

SHARES ELIGIBLE FOR FUTURE SALE

     No prediction can be made as to the effect, if any, that future sales of
shares of Common Stock or availability of such shares for future sale will have
on the market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock (including shares issued upon the exercise
of stock options), or the perception that such sales could occur, could
adversely affect prevailing market prices

                                       15

<PAGE>   16


for the Common Stock. The Company has approximately 9.4 million shares of Common
Stock outstanding (net of treasury shares), excluding approximately 1.1 million
issuable upon the exercise of stock options held by Citicorp Venture Capital,
Ltd. and management, and stock options eligible for future grants. Such shares
are generally freely tradeable subject to the volume and other limitations of
Rule 144 under the Securities Act of 1933. Pursuant to a registration rights
agreement, certain existing stockholders have "piggy-back" registration rights
with respect to their shares in any future registration of Common Stock by the
Company.

                                       16

<PAGE>   17



ITEM 2.  PROPERTIES

     The Company operates three casting facilities, nine extrusion facilities,
one drawn tube facility, one fabrication facility, a total of 21 aluminum
extrusion presses and four paint lines. The Company's facilities, which are
located in five states, are listed below:

<TABLE>
<CAPTION>
                                                                                              NO. OF ACTIVE
                                                                                                ALUMINUM
                                                                                                EXTRUSION
LOCATION (1)                      OPERATIONS                               BLDG. SQ. FT.         PRESSES
------------                      ----------                               -------------         -------
<S>                              <C>                                           <C>                 <C>
Connecticut:
   Berlin                         Extrusion/Paint                               100,000             2
Illinois:
   Dolton                         Extrusion/Casting                             348,000             2
Indiana:
   Elkhart                        Extrusion                                      80,000             2
   Kokomo                         Extrusion                                     234,000             2
North Carolina:
   Ahoskie                        Casting                                        33,000            --
   Burlington                     Extrusion                                     180,000             4
   Winton                         Extrusion/Fabrication                         370,000             3
                                  Drawn Tube/Paint
Ohio:
   Fostoria                       Extrusion                                      33,000             1
   Girard                         Extrusion/Paint                               343,000             3
   Niles                          Extrusion                                      31,000             2
   Niles                          Casting                                        78,000            --
                                                                           ------------            --
Totals                                                                        1,993,000            21
                                                                           ============            ==
</TABLE>
--------------------
[FN]
1/   The Kokomo facilities are leased. All other facilities are owned by
     the Company.
</FN>

     None of the Company's owned facilities are mortgaged.

ITEM 3. LEGAL PROCEEDINGS

     The Company is a party to various lawsuits arising in the ordinary course
of business. The Company does not believe that the outcome of any of these
lawsuits will have a material adverse effect on the Company's business or
financial condition. Certain other lawsuits involving the Company relate to
environmental matters. See "Business --Environmental Matters."

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

     No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 1998 through a solicitation of proxies or otherwise.

                                       17

<PAGE>   18



                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

     The information regarding market price and dividends on the Company's
Common Stock and related stockholder matters as required by this Item is
incorporated by reference to the inside back cover of the Company's 1998 Annual
Report to Stockholders.

ITEM 6. SELECTED FINANCIAL DATA

     The information required by this item is incorporated by reference to page
5 of the Company's 1998 Annual Report to Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The information required by this Item is incorporated by reference to pages
7 through 11 of the Company's 1998 Annual Report to Stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The information required by this Item is incorporated by reference to pages
5 and 6 and pages 12 through 23 of the Company's 1998 Annual Report to
Stockholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None

                                       18

<PAGE>   19



                                    PART III

ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

     The information concerning the Company's directors required by this Item is
incorporated by reference to the Company's 1998 Proxy Statement under the
caption "Proposal I -- Election of Directors."

     The information concerning the Company's executive officers required by
this Item is incorporated by reference herein to the section in Part I, Item I
under the caption "Executive Officers."

     The information regarding compliance with Section 16 of the Securities
Exchange Act of 1934 is incorporated by reference to the Company's 1998 Proxy
Statement under the caption "Section 16(a) Beneficial Ownership Reporting
Compliance."

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item is incorporated by reference to the
Company's 1998 Proxy Statement under the caption "Executive Compensation."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item is incorporated by reference to the
Company's 1998 Proxy Statement under the caption "Ownership of the Company's
Common Stock."

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is incorporated by reference to the
Company's 1998 Proxy Statement under the caption "Executive Compensation --
Compensation Committee Interlocks and Insider Participation."


                                    PART IV

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

1.   Financial Statements:

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

          Independent Auditors' Report

          Consolidated Balance Sheets as of December 31, 1998 and 1997

          Consolidated Statements of Operations and Stockholders' Equity for the
          years ended December 31, 1998, 1997 and 1996

          Consolidated Statements of Cash Flows for the years ended December 31,
          1998, 1997 and 1996

          Notes to Consolidated Financial Statements

2.   Financial Statement Schedules:

          None Required

                                       19
<PAGE>   20




3.   Exhibits:

<TABLE>
<CAPTION>
Exhibit
Number            Description
------            -----------
<S>               <C>                                                                
3.1(a)*           Amended and Restated Certificate of Incorporation

3.1(b)***         Certificate of Correction dated June 2, 1995

3.2*              By-Laws of Easco, Inc.

4.1*              Form of Common Stock Certificate

4.2(a)*           Indenture dated March 18, 1994 between Easco and United States Trust Company,
                  as Trustee, with respect to 10% Senior Notes due 2001

4.2(b)            Indenture dated November 1, 1998 between The Hertford
                  County Industrial Facilities and Pollution Control
                  Financing Authority and PNC Bank, National
                  Association, as Trustee, with respect to $6,000,000
                  Hertford County Industrial Facilities and Pollution
                  Control Financing Authority Industrial Development
                  Revenue Bonds (Easco Corporation Project), Series
                  1998 (filed herewith)

4.2(c)            Loan Agreement dated November 1, 1998 between The
                  Hertford County Industrial Facilities and Pollution
                  Control Financing Authority and Easco relating to
                  $6,000,000 Hertford County Industrial Facilities and
                  Pollution Control Financing Authority Industrial
                  Development Revenue Bonds (Easco Corporation
                  Project), Series 1998 (filed herewith)

4.3(a)*           Credit Agreement dated March 18, 1994 between Easco
                  and Bank of America (formerly Continental Bank)
                  ("Credit Agreement")

4.3(b)*           First Amendment to Credit Agreement dated January 31, 1995

4.3(c)****        Second Amendment to Credit Agreement dated February 18, 1997

4.3(d)            Third Amendment to Credit Agreement dated October 30, 1998 (filed herewith)

4.3(e)            Fourth Amendment to Credit Agreement dated December 31, 1998 (filed herewith)

4.4*              Information and Registration Rights Agreement dated as of May 15, 1992

10.1**            Amended and Restated Services Agreement for general management, financial and
                  other services between Easco and American Industrial Partners Management
                  Company, Inc.

10.3(a)*          Option Agreement for the right to purchase stock of Easco, Inc. between Easco,
                  Inc. and Citicorp Venture Capital

10.3(b)*          Amendment to Option Agreement dated as of April 12, 1995

10.5(a)****       Easco, Inc. Stock Option Plan dated December 17, 1993, as amended effective
                 
</TABLE>


                                       20

<PAGE>   21


<TABLE>
<CAPTION>
                  November 24, 1996+

<S>               <C>                                                                
10.5(b)(i)****    Form of Stock Option Agreement between Easco, Inc. and each of Norman E. Wells,
                  Jr., Terry D. Smith, Joseph M. Byers, Lawrence J. Sax and James R. McKeithan+
                  ($3.00 exercise price)

****(ii)          Form of Stock Option Agreement between Easco, Inc. and each of Norman E. Wells,
                  Jr., Terry D. Smith, Joseph M. Byers, Lawrence J. Sax and James R. McKeithan+
                  ($6.00 exercise price)

****(iii)         Form of Stock Option Agreement between Easco, Inc. and
                  each of Terry D. Smith, Joseph M. Byers, James R. McKeithan and
                  Lawrence J. Sax+ ($5.75 exercise price
                  except for Lawrence J. Sax - $7.25 exercise price)

10.5(c)****       Employment Agreement between Easco Corporation and Norman E. Wells, Jr. dated
                  as of December 20, 1996+

10.5(d)****       Employment Agreement between Easco Corporation and Terry D. Smith dated as of
                  December 20, 1996+

10.5(e)****       Employment Agreement between Easco Corporation and Joseph M. Byers dated as of
                  December 20, 1996+

10.5(f)****       Employment Agreement between Easco Corporation and James R. McKeithan dated as
                  of December 20, 1996+

10.5(g)****       Employment Agreement between Easco Corporation and Lawrence J. Sax dated as of
                  December 30, 1996+

10.8*             Easco Corporation Supplemental Executive Welfare Benefit Plan+

10.9****          Easco Corporation Supplemental Executive Retirement Plan, as amended effective
                  1996+

11.1              Diluted Net Income (Loss) per Common Share (filed herewith)

12.1              Statement Regarding Computation of Ratio of Earnings to Fixed Charges (filed
                  herewith)

13.1              1998 Annual Report to Stockholders (filed herewith)
                  Only those portions of such Annual Report which are
                  expressly incorporated by reference in this Annual
                  Report on Form 10-K are deemed "filed" as part of
                  this Annual Report on Form 10-K.

15.1              Consent of Deloitte & Touche LLP (filed herewith)

21.1*             Subsidiaries of Easco, Inc.

27                Financial Data Schedule
</TABLE>


                                       21


<PAGE>   22


<TABLE>
<CAPTION>


<S>               <C>                                                                
*                 Incorporated by reference to corresponding exhibit filed as an
                  exhibit to the Company's Registration Statement on Form S-1
                  dated February 15, 1995, as amended by Amendment No. 1 thereto
                  filed March 22, 1995, Amendment No. 2 filed March 28, 1995, and
                  Amendment No. 3 filed April 12, 1995 (Registration Statement
                  Number 33-89556).

**                Incorporated by reference to corresponding exhibit filed as an
                  exhibit to Form 10-Q filed May 15, 1995.

***               Incorporated by reference to corresponding exhibit filed as an
                  exhibit to Form 10-Q filed November 13, 1995.

****              Incorporated by reference to corresponding exhibit filed as an
                  exhibit to Form 10-K filed March 31, 1997.

+                 Executive compensation plan or arrangement

(b)               Reports on Form 8-K

                  None
</TABLE>


                                       22
<PAGE>   23


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, on the 26th day of March
1999.

                                    EASCO, INC.


                                    By:      /s/  NORMAN E. WELLS, JR.
                                       ---------------------------------------
                                           Norman E. Wells, Jr., President and
                                           Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the 26th day of March 1999.

<TABLE>
<CAPTION>
PRINCIPAL EXECUTIVE OFFICER (AND DIRECTOR)            DIRECTORS
<S>                                                   <C>
       /s/ NORMAN E. WELLS, JR.                                  /s/ THEODORE C. ROGERS
----------------------------------------              ---------------------------------------------
  Norman E. Wells, Jr., President and                                Theodore C. Rogers
        Chief Executive Officer

                                                                 /s/ RAYMOND E. ROSS
                                                      ---------------------------------------------
PRINCIPAL ACCOUNTING OFFICER AND                                     Raymond E. Ross
PRINCIPAL FINANCIAL OFFICER

           /s/ TERRY D. SMITH                                    /s/ ROBERT J. KLEIN
-----------------------------------------              ---------------------------------------------
Terry D. Smith, Executive Vice President                             Robert J. Klein
      And Chief Financial Officer


                                                                 /s/ KENNETH J. DIEKROEGER
                                                       ---------------------------------------------
                                                                     Kenneth J. Diekroeger


                                                                 /s/ GENE E. LITTLE
                                                       ---------------------------------------------
                                                                     Gene E. Little


                                                                 /s/ KIM A. MARVIN
                                                       ---------------------------------------------
                                                                     Kim A. Marvin


                                                                 /s/ SAMUEL H. SMITH, JR.
                                                       ---------------------------------------------
                                                                     Samuel H. Smith, Jr.
</TABLE>

                                       23


<PAGE>   24



                                INDEX TO EXHIBITS

                                   Description
                                   -----------
<TABLE>
<CAPTION>
Exhibit
Number            Description
------            -----------
<S>               <C>                                                                
3.1(a)*           Amended and Restated Certificate of Incorporation

3.1(b)***         Certificate of Correction dated June 2, 1995

3.2*              By-Laws of Easco, Inc.

4.1*              Form of Common Stock Certificate

4.2(a)*           Indenture dated March 18, 1994 between Easco and United States Trust Company,
                  as Trustee, with respect to 10% Senior Notes due 2001

4.2(b)            Indenture dated November 1, 1998 between The Hertford
                  County Industrial Facilities and Pollution Control
                  Financing Authority and PNC Bank, National
                  Association, as Trustee, with respect to $6,000,000
                  Hertford County Industrial Facilities and Pollution
                  Control Financing Authority Industrial Development
                  Revenue Bonds (Easco Corporation Project), Series
                  1998 (filed herewith)

4.2(c)            Loan Agreement dated November 1, 1998 between The
                  Hertford County Industrial Facilities and Pollution
                  Control Financing Authority and Easco relating to
                  $6,000,000 Hertford County Industrial Facilities and
                  Pollution Control Financing Authority Industrial
                  Development Revenue Bonds (Easco Corporation
                  Project), Series 1998 (filed herewith)

4.3(a)*           Credit Agreement dated March 18, 1994 between Easco
                  and Bank of America (formerly Continental Bank)
                  ("Credit Agreement")

4.3(b)*           First Amendment to Credit Agreement dated January 31, 1995

4.3(c)****        Second Amendment to Credit Agreement dated February 18, 1997

4.3(d)            Third Amendment to Credit Agreement dated October 30, 1998

4.3(e)            Fourth Amendment to Credit Agreement dated December 31, 1998

4.4*              Information and Registration Rights Agreement dated as of May 15, 1992

10.1**            Amended and Restated Services Agreement for general management, financial and
                  other services between Easco and American Industrial Partners Management
                  Company, Inc.

10.3(a)*          Option Agreement for the right to purchase stock of Easco, Inc. between Easco,
                  Inc. and Citicorp Venture Capital

10.3(b)*          Amendment to Option Agreement dated as of April 12, 1995
</TABLE>


                                       24

<PAGE>   25


<TABLE>
<CAPTION>

<S>               <C>                                                                
10.5(a)****       Easco, Inc. Stock Option Plan dated December 17, 1993, as amended effective
                  November 24, 1996+

10.5(b)(i)****    Form of Stock Option Agreement between Easco, Inc. and each of Norman E. Wells,
                  Jr., Terry D. Smith, Joseph M. Byers, Lawrence J. Sax and James R. McKeithan+
                  ($3.00 exercise price)

****(ii)          Form of Stock Option Agreement between Easco, Inc. and each of Norman E. Wells,
                  Jr., Terry D. Smith, Joseph M. Byers, Lawrence J. Sax and James R. McKeithan+
                  ($6.00 exercise price)


****(iii)         Form of Stock Option Agreement between Easco, Inc. and
                  each of Terry D. Smith, Joseph M. Byers, James R. McKeithan and
                  Lawrence J. Sax+ ($8.75 exercise price
                  except for Lawrence J. Sax - $7.25 exercise price)

10.5(c)****       Employment Agreement between Easco Corporation and Norman E. Wells, Jr. dated
                  as of December 20, 1996+

10.5(d)****       Employment Agreement between Easco Corporation and Terry D. Smith dated as of
                  December 20, 1996+

10.5(e)****       Employment Agreement between Easco Corporation and Joseph M. Byers dated as of
                  December 20, 1996+

10.5(f)****       Employment Agreement between Easco Corporation and James R. McKeithan dated as
                  of December 20, 1996+

10.5(g)****       Employment Agreement between Easco Corporation and Lawrence J. Sax dated as of
                  December 30, 1996+

10.8*             Easco Corporation Supplemental Executive Welfare Benefit Plan+

10.9****          Easco Corporation Supplemental Executive Retirement Plan as amended effective
                  1996+

11.1              Diluted Net Income (Loss) per Common Share (filed herewith)

12.1              Statement Regarding Computation of Ratio of Earnings to Fixed Charges (filed
                  herewith) page

13.1              1998 Annual Report to Stockholders (filed herewith) follows page
                  Only those portions of such Annual Report which are expressly incorporated by
                  reference in this Annual Report on Form 10-K are deemed "filed" as part of this
                  Annual Report on Form 10-K.

15.1              Consent of Deloitte & Touche LLP (filed herewith)

21.1*             Subsidiaries of Easco, Inc.

27                Financial Data Schedule
</TABLE>


                                       25


<PAGE>   26


<TABLE>
<CAPTION>

<S>               <C>                                                                
*                 Incorporated by reference to corresponding exhibit filed as an
                  exhibit to the Company's Registration Statement on Form S-1
                  dated February 15, 1995, as amended by Amendment No. 1 thereto
                  filed March 22, 1995, Amendment No. 2 filed March 28, 1995, and
                  Amendment No. 3 filed April 12, 1995 (Registration Statement
                  Number 33-89556).

**                Incorporated by reference to corresponding exhibit filed as an
                  exhibit to Form 10-Q filed May 15, 1995.

***               Incorporated by reference to corresponding exhibit filed as an
                  exhibit to Form 10-Q filed November 13, 1995.

****              Incorporated by reference to corresponding exhibit filed as an
                  exhibit to Form 10-K filed March 31, 1997.

+                 Executive compensation plan or arrangement
</TABLE>

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