<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    ---------
                                    FORM 10-K
(Mark One)

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

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 [NO FEE REQUIRED]

For the transition period from _______ to ________

                          Commission file number 1-7006

                               BRUSH WELLMAN INC.

               (Exact name of Registrant as specified in charter)

            OHIO                                            34-0119320
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)


17876 ST. CLAIR AVENUE, CLEVELAND, OHIO                        44110
(Address of principal executive offices)                     (Zip Code)


         REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 216-486-4200

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

      Title of each class              Name of each exchange on which registered
      -------------------              -----------------------------------------
COMMON STOCK, PAR VALUE $1 PER SHARE           NEW YORK STOCK EXCHANGE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      None

       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. [ ]

       The aggregate market value of Common Stock, par value $1 per share, held
by non-affiliates of the registrant (based upon the closing sale price on the
New York Stock Exchange) on March 8, 1999 was approximately $239,664,445.
                          .
       As of March 8, 1999, there were 16,322,886 shares of Common Stock, par
value $1 per share, outstanding.
                       DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the annual report to shareholders for the year ended December
31, 1998 are incorporated by reference into Parts I and II.

       Portions of the proxy statement for the annual meeting of shareholders to
be held on May 4, 1999 are incorporated by reference into Part III.

<PAGE>   2

                                     PART I


               Portions of the narrative set forth in this document that are not
historical in nature are forward-looking statements. Brush Wellman Inc.'s (the
"Company") actual future performance may differ from that contemplated by the
forward-looking statements as a result of a variety of factors. These factors
include, in addition to those mentioned elsewhere herein, the condition of the
markets which the Company serves (especially as impacted by events in particular
markets including telecommunications, automotive, and computer, or in particular
geographic regions, such as Asia), the success of the Company's strategic plans,
the timely and successful completion of pending capital expansions and Year 2000
remediation projects, and the conclusion of pending litigation matters in
accordance with the Company's expectation that there will be no materially
adverse effects.


ITEM 1.        BUSINESS
-------        --------


               Brush Wellman Inc. is a leading international producer and
supplier of high-performance engineered materials and is the only
fully-integrated producer of beryllium, beryllium-containing alloys and beryllia
ceramic in the world. In addition the Company produces Engineered Material
Systems and precious metal and specialty alloy products. As of December 31, 1998
the Company had 2,187 employees.

               The Company operates two primary business segments, the Metal
Systems Group and the Microelectronics Group. Corporate and certain unallocated
costs, non-operating items of other income and expense, and the revenues and
related costs from one manufacturing facility are included in All Other. As of
December 31, 1998 the All Other group had 183 employees.


METAL SYSTEMS GROUP
-------------------

               The Metals Systems Group is comprised of Alloy Products
(primarily copper beryllium), Beryllium Products and Engineered Materials
Systems (produced by the Company's wholly-owned subsidiary, Technical Materials,
Inc. (TMI)). In 1998, 72% of the Company's sales were from this segment (70% in
1997 and 78% in 1996). As of December 31, 1998 the Metal Systems Group had 1,492
employees.

               Alloy Products are metallurgically tailored to meet specific
customer performance requirements. Copper beryllium alloys exhibit high
electrical and thermal conductivities, high strength and hardness, good
formability and excellent resistance to corrosion wear and fatigue. These
alloys, sold in strip and bulk form, are ideal choices for demanding
applications in computers, telecommunications, automotive electronics, energy
systems and plastic molds.

               Beryllium Products include beryllium, AlBeMet(R), AlBeCast(R) and
E-materials. Beryllium is a lightweight metal possessing unique mechanical and
thermal properties. Its specific stiffness is much greater than other engineered
structured materials such as aluminum, titanium and steel. Beryllium is
extracted from both bertrandite and imported beryl ore. The Company holds
extensive mineral rights and mines the bertrandite in central Utah. Beryllium
products are

                                      -1-

<PAGE>   3

used in a variety of high-performance applications, primarily, but not
exclusively, in defense and aerospace markets.

               Beryllium-containing products are sold in competitive markets
throughout the world through a direct sales organization and through company
owned and independent distribution centers. NGK Metals Corporation of Reading,
Pennsylvania and NGK Insulators, Ltd. of Nagoya, Japan compete with the Company
in the beryllium alloys field. Beryllium alloys also compete with other
generally less expensive materials, including phosphor bronze, stainless steel
and other specialty copper and nickel alloys. While the Company is the only
domestic producer of the metal beryllium, it competes with other fabricators as
well as with designs utilizing other materials.

               Engineered Materials Systems, manufactured by TMI, are
combinations of precious and non-precious metals in continuous strip form, and
are used in complex electronic and electrical components in telecommunications
systems, automobiles and computers. Divisions of Cookson, Metallon and several
European manufacturers are competitors for the sale of inlaid strip. Strip with
selective electroplating is a competitive alternative as are other design
approaches. TMI's products are sold directly and through its sales
representatives.

Metal Systems Group - Sales and Backlog
---------------------------------------

               The backlog of unshipped orders as of December 31, 1998, 1997 and
1996 was $81,199,000, $78,662,000 and $83,353,000, respectively. Backlog is
generally represented by purchase orders that may be terminated under certain
conditions. The Company expects that, based on recent experience, substantially
all of its backlog of orders for this segment at December 31, 1998 will be
filled during 1999.

               Sales are made to approximately 3,600 customers. Government
sales, principally subcontracts, accounted for about 2.4% of Metal Systems Group
sales in 1998 as compared to 1.6% in 1997 and 1.6% in 1996. Sales outside the
United States, principally to Western Europe, Canada and Asia, accounted for
approximately 35% of Metal Systems Group sales in 1998, 34% in 1997 and 31% in
1996. Other segment reporting and geographic information set forth on page 25
in Note N to the consolidated financial statements in the annual report to
shareholders for the year ended December 31, 1998 is incorporated herein by
reference.

Metal Systems Group - Research and Development
----------------------------------------------

               Active research and development programs seek new product
compositions and designs as well as process innovations. Expenditures for
research and development amounted to $6,628,000 in 1998, $5,531,000 in 1997 and
$6,383,000 in 1996. A staff of 39 scientists, engineers and technicians was
employed in this effort during 1998. Some research and development projects were
externally sponsored and expenditures related to those projects (approximately
$128,000 in 1998, $170,000 in 1997 and $166,000 in 1996) are excluded from the
above totals.

                                      -2-

<PAGE>   4



MICROELECTRONICS GROUP
----------------------

               The Microelectronics Group is comprised of Williams Advanced
Materials Inc. (WAM), a wholly-owned subsidiary of the Company, Ceramic
Products, and Circuits Processing Technology Inc. (CPT), a wholly-owned
subsidiary of the Company. In 1998, 26% of the Company's sales were from this
segment (29% in 1997 and 20% in 1996). As of December 31, 1998 the
Microelectronics Group had 512 employees.

               WAM manufactures and fabricates precious metal and specialty
metal products for the hybrid microelectronics, semiconductors, optical media,
electron tube, magnetic head including MR and GMR materials, crystal, aerospace,
and performance film industries. WAM's major product lines include vapor
deposition materials, high-temperature braze materials, clad and precious metal
preforms, ultra fine wire, sealing lids for the semiconductor/hybrid markets and
restorative dental alloys.

               WAM's principal competition includes companies such as Sumitomo
Metals, Tanaka Metals, Johnson Matthey, Engelhard, and a number of smaller
regional or national suppliers. WAM's products are sold directly from WAM's
facilities in Buffalo, New York and Singapore as well as through direct sales
offices and independent sales representatives throughout the world.

               Ceramic Products manufactures beryllium ceramics, powder
metallurgy and component assemblies. Ceramic Products also produces thick film
metalization through CPT. These products are used in wireless communications,
automotive, medical and aerospace applications. General Ceramics Inc. is a
domestic competitor in beryllia ceramic. Other competitive materials include
alumina, aluminum nitride and composites.

Microelectronics Group - Sales and Backlog
------------------------------------------

               The backlog of unshipped orders as of December 31, 1998, 1997 and
1996 was $11,606,000, $15,292,000 and $11,075,000, respectively. Backlog is
generally represented by purchase orders that may be terminated under certain
conditions. The Company expects that, based on recent experience, substantially
all of its backlog of orders for this segment at December 31, 1998 will be
filled during 1999.

               Sales are made to approximately 1,200 customers. Government
sales, principally subcontracts, accounted for less than 0.1% of
Microelectronics Group sales in 1998, 1997 and 1996. Sales outside the United
States, principally to Western Europe, Canada and Asia, accounted for
approximately 25% of Microelectronics Group sales in 1998, 32% in 1997 and 24%
in 1996. Other segment reporting and geographic information set forth on page 25
in Note N to the consolidated financial statements in the annual report to
shareholders for the year ended December 31, 1998 is incorporated herein by
reference.

                                      -3-

<PAGE>   5



Microelectronics Group - Research and Development
-------------------------------------------------

               Active research and development programs seek new product
compositions and designs as well as process innovations. Expenditures for
research and development amounted to $2,037,000 in 1998, $2,176,000 in 1997 and
$1,926,000 in 1996. A staff of 14 scientists, engineers and technicians was
employed in this effort during 1998.



GENERAL


Availability of Raw Materials
-----------------------------

               The more important raw materials used by the Company are
beryllium (extracted from both imported beryl ore and bertrandite mined from the
Company's Utah properties), copper, gold, silver, nickel, platinum and
palladium. The availability of these raw materials, as well as other materials
used by the Company, is adequate and generally not dependent on any one
supplier. Certain items are supplied by a preferred single source, but
alternatives are believed readily available.

Patents and Licenses
--------------------

               The Company owns patents, patent applications and licenses
relating to certain of its products and processes. While the Company's rights
under the patents and licenses are of some importance to its operations, the
Company's businesses are not materially dependent on any one patent or license
or on the patents and licenses as a group.

Regulatory Matters
------------------

               The Company is subject to a variety of laws including those which
regulate the use, handling, treatment, storage, discharge and disposal of
substances and hazardous wastes used or generated in the Company's manufacturing
processes. The inhalation of airborne beryllium particulate may present a health
hazard to certain individuals. For decades the Company has operated its
beryllium facilities under stringent standards of inplant and outplant
discharge. These standards, which were first established by the Atomic Energy
Commission over forty years ago, were, in general, substantially adopted by the
United States Environmental Protection Agency (the "U.S. EPA") and the
Occupational Safety and Health Administration ("OSHA"). The Government has
continued to review these standards, and governmental agencies continue to
debate their adequacy. The Department of Energy has proposed chronic beryllium
disease preventive regulation for occupational exposure to beryllium at
Department of Energy facilities. The Company currently is the subject of
newspaper articles concerning the beryllium industry and chronic beryllium
disease. These articles, and others similar to them, may exacerbate the
regulatory environment in which the Company operates.

                                      -4-
<PAGE>   6



ITEM 2.        PROPERTIES
-------        ----------

               The material properties of the Company, all of which are owned in
fee except as otherwise indicated, are as follows:

MANUFACTURING FACILITIES

               BUFFALO, NEW YORK - A complex of approximately 97,000 square feet
on a 3.8 acre site providing facilities for manufacturing, refining and
laboratory services relating to high purity precious metals.


               CARMEL, NEW YORK - A 9,000 square foot facility on a 2.0 acre
site for manufacturing services relating to non-precious metals.

               DELTA, UTAH - An ore extraction plant consisting of 86,000 square
feet of buildings and large outdoor facilities situated on a two square mile
site. This plant extracts beryllium from bertrandite ore from the Company's
mines as well as from imported beryl ore.

               ELMORE, OHIO - A complex containing approximately 856,000 square
feet of building space on a 439 acre plant site. This facility employs diverse
chemical, metallurgical and metalworking processes in the production of
beryllium, beryllium oxide, beryllium alloys and related products. Beryllium ore
concentrate from the Delta, Utah plant is used in all beryllium-containing
products.

               FREMONT, CALIFORNIA - A 16,800 square foot leased facility for
the fabrication of precision electron beam welded, brazed and diffusion bonded
beryllium structures.

               JUAB COUNTY, UTAH - The Company holds extensive mineral rights in
Juab County, Utah from which the beryllium bearing ore, bertrandite, is mined by
the open pit method. A substantial portion of these rights is held under lease.
Ore reserve data set forth on page 33 in the annual report to shareholders for
the year ended December 31, 1998 is incorporated herein by reference.

               LINCOLN, RHODE ISLAND - A manufacturing facility consisting of
124,000 square feet located on seven and one-half acres. This facility produces
reel-to-reel strip metal products which combine precious and non-precious metals
in continuous strip form and related metal systems products.

               LORAIN, OHIO - A manufacturing facility consisting of 55,000
square feet located on 15 acres. This facility produces metal alloys in
electronic induction furnaces which are continually cast into bar stock and heat
treated.

               NEWBURYPORT, MASSACHUSETTS - A 30,000 square foot manufacturing
facility on a four acre site that produces alumina, beryllia ceramic and direct
bond copper products.

               OCEANSIDE, CALIFORNIA - A 12,000 square foot leased facility on
 .75 acres of leased land. Over two-thirds of the facility is comprised of clean
rooms which meet the Mil. Stds. 209D requirements, for the production of
thick-film circuits and other complex circuits.

                                      -5-
<PAGE>   7

               SHOEMAKERSVILLE (READING), PENNSYLVANIA - A 123,000 square foot
plant on a ten acre site that produces thin precision strips of beryllium copper
and other alloys and beryllium copper rod and wire.

               TUCSON, ARIZONA - A 63,000 square foot plant on a ten acre site
for the manufacture of beryllia ceramic parts from beryllium oxide powder
supplied by the Elmore, Ohio facility and for the manufacture of metal matrix
composites.

               WHEATFIELD, NEW YORK - A 29,000 square foot facility on a 10.2
acre site for manufacturing services relating to braze material and specialty
alloys.

RESEARCH FACILITIES AND ADMINISTRATIVE OFFICES
----------------------------------------------

               CLEVELAND, OHIO - A structure containing 110,000 square feet on
an 18 acre site housing corporate and administrative offices, data processing
and research and development facilities.

SERVICE AND DISTRIBUTION CENTERS
--------------------------------

               ELMHURST, ILLINOIS - A 28,500 square foot leased facility
principally for distribution of beryllium alloys.

               FAIRFIELD, NEW JERSEY - A 24,500 square foot leased facility
principally for distribution of beryllium alloys.

               FUKAYA, JAPAN - A 35,500 square foot facility on 1.8 acres
of land in Saitama Prefecture principally for distribution of beryllium alloys.

               SINGAPORE - A 4,500 square foot leased facility for
the assembly and sale of precious metal hermetic sealing lids.

               STUTTGART, WEST GERMANY - A 24,750 square foot leased facility
principally for distribution of beryllium alloys.

               THEALE (READING), ENGLAND - A 19,700 square foot leased facility
principally for distribution of beryllium alloys.

               TORRANCE, CALIFORNIA - A 20,000 square foot leased facility
principally for distribution of beryllium alloys.

               WARREN, MICHIGAN - A 34,500 square foot leased facility
principally for distribution of beryllium alloys.

               Production capacity, except in the case of Alloy Products, is
believed to be adequate to fill the Company's backlog of orders and to meet the
current level of demand. In May 1996, the Board of Directors approved a plan for
a major expansion and upgrading of alloy casting and strip capabilities
involving the investment of $117 million at the Company's Elmore, Ohio facility.
The plant is expected to be fully operational in the third quarter of 1999. The
goal of this investment is to increase strip production capacity, reduce
production costs, improve quality, reduce delivery lead times, and improve
working capital utilization.

                                      -6-

<PAGE>   8

ITEM 3. LEGAL PROCEEDINGS
------- -----------------

(A)      ENVIRONMENTAL PROCEEDINGS.
         --------------------------

                  PENDING CLAIMS. By letter dated October 14, 1998, the U.S. EPA
notified the Company that it was a potentially responsible party under the
Comprehensive, Environmental, Response, Compensation and Liability Act
("CERCLA") for the remediation of the Casmalia Resources Hazardous Waste
Management Facility (the "Casmalia Disposal Site") in Santa Barbara, California.
The alleged basis for the U.S. EPA's letter is that the Company was named as a
waste generator "on one or more manifests for hazardous wastes sent to the
Casmalia Disposal Site." In a subsequent letter, the U.S. EPA offered the
Company a de minimis settlement to resolve its liability for $122,650. The
Company has joined with approximately 150 other de minimis parties to review the
data and assumption underlying the U.S. EPA's offer and to negotiate changes to
that offer.

                  By letter dated March 6, 1998, the U.S. EPA notified Egbert
Corp., a subsidiary of the Company ("Egbert"), that it was a potentially
responsible party under CERCLA for the remediation of the PCB Treatment Site in
Kansas City, Kansas, and Kansas City, Missouri. The basis for the U.S. EPA's
letter was the removal from the Egbert's facility in 1985 of 10 drums of oil, 22
drums of solids and 3 transformers manufactured by High Voltage Maintenance,
which allegedly were shipped, at least in part, to the PCB Treatment Site.
Egbert has requested High Voltage Maintenance to hold it harmless from any
liability arising from this proceeding. To date, the U.S. EPA has identified
approximately 1,800 PRPs for the PCB Treatment Site and has initiated the
process of trying to allocate liability, including consideration of the issuance
of de micromis and/or de minimis settlements to eligible parties. Egbert's
expenses at the PCB Treatment Site will be affected by a number of
uncertainties, including the method and extent of remediation, the percentage of
waste disposed of at the PCB Treatment Site attributable to Egbert relative to
that attributable to other parties, and the financial capabilities of the other
PRPs, including High Voltage Maintenance.

                  The Company received a complaint on July 26, 1994 in Glidden
Company et al. v. American Color and Chemical et al., No. 94-C-3970, filed in
the United States District Court for the Eastern District of Pennsylvania. The
initial plaintiffs are five companies that, pursuant to orders issued by the
U.S. EPA under CERCLA, have been spending funds to secure, maintain and conduct
an investigation of the Berks Landfill in Sinking Springs, Pennsylvania (the
"Berks Site"). The plaintiffs are alleged to have disposed of wastes at the
Berks Site, which operated from 1950 through October 1, 1986. As a result of six
amended complaints, this case now has 14 plaintiffs and approximately 140
defendants, consisting of the former owners or operators of the Berks Site and
some of the transporters and/or generators of waste disposed of at the Berks
Site. The plaintiffs seek to recover their past and future costs pursuant to
rights of contribution under CERCLA and the Pennsylvania Hazardous Sites Cleanup
Act. Plaintiffs allege that they have spent approximately $3 million to secure
and maintain the Berks Site and to prepare a remedial investigation/feasibility
study and a risk assessment. A voluntary allocation process is proceeding
pursuant to a case management order. On March 31, 1998, the U.S. EPA issued an
administrative order to 18 entities, but not to the Company, directing them to
implement the remedy selected in the July 1997 Record of Decision. The
Plaintiffs are negotiating with the U.S. EPA to implement the remedial action,
which the U.S. EPA estimates to cost $6.1 million. The Company has been advised
by the U.S. EPA that it is considered by the agency to be a candidate for a de
minimis settlement. The Company's expenses at the Berks Site will be affected by
a

                                      -7-

<PAGE>   9


number of uncertainties, including the method and extent of remediation, the
percentage of waste disposed of at the Berks Site attributable to the Company
relative to that attributable to other parties, and the financial capabilities
of the other PRPs.

                  On or about September 25, 1992, the Company was served with a
third-party complaint alleging that the Company, along with 159 other
third-party defendants, is jointly and severally liable under CERCLA, 42 U.S.C.
Sections 9607(a) and 9613(b), for response costs incurred in connection with the
clean-up of hazardous substances in soil and groundwater at the Douglassville
Site (the "Douglassville Site") located in Berks County, Pennsylvania: United
States of America v. Berks Associates Inc. et al. v. Aamco Transmissions et al.,
Case No. 91-4868, United States District Court for the Eastern District of
Pennsylvania. Third-party complaints adding further parties have been
subsequently filed. Prior to the commencement of litigation, the Company had
responded to a request for information from the U.S. EPA by denying that it
arranged to send any substances to the Douglassville Site. Although the Company
has no documents in its own files relating to the shipment of any waste to the
Douglassville Site, documents maintained by third-party plaintiffs suggest that
8,344 gallons of waste oil from the Company may have been taken there. According
to a consultant retained by third-party plaintiffs, approximately 153 million
gallons of waste were sent to the Douglassville Site. The Company participated
in court-ordered settlement proceedings, which resulted in a de minimis
settlement offer by the United States. The settlement obligates the Company to
pay approximately $15,000 in consideration for a release of liability from the
U.S. EPA's past and future costs to clean up the Douglassville Site. A reopener
clause in the settlement agreement may, if certain contingencies are met,
require the Company to pay an additional $10,000.

                  The Company was identified as one of the PRPs under CERCLA at
the Spectron Superfund Site in Elkton, Maryland (the "Elkton Site"). The Company
reached a settlement with the U.S. EPA resolving the Company's liability under
the Administrative Orders by Consent dated August 21, 1989 and October 1, 1991.
The cost of compliance with the terms of these orders is approximately
$8,480,000, of which the Company's proportionate share is $20,461. On September
29, 1995, the U.S. EPA sent a "Special Notice for Negotiations for Remedial
Investigation/Feasibility Study" to approximately 700 PRPs, including the
Company. The U.S. EPA estimates that the final remedy for the Elkton Site will
cost in the aggregate approximately $45 million. In October 1995, the terms of
several proposed de minimis settlement/buyout options designed to resolve all
remaining liability with respect to the Elkton Site were circulated among a
group of PRPs, including the Company. The Company indicated its willingness to
pursue resolution of its liability through a de minimis settlement/buyout. No
litigation has been initiated by the U.S. EPA with respect to this matter. In
the fall, the Company received information from the group of PRPs negotiating
the terms of the de minimis settlement with the U.S. EPA that the U.S. EPA is in
the process of reviewing the allocation information underpinning the terms of
the proposed settlement. Originally the U.S. EPA expected to complete its review
in a relatively short amount of time and consummate the settlement before the
1998 year end. The Company has received no new information concerning when the
U.S. EPA expects to complete its review and finalize the settlement.

                  The Company has advised the U.S. EPA and the Ohio
Environmental Protection Agency that it was unable to meet the December 1997
deadline for achieving emission limitations for a solvent degreaser at its
Elmore, Ohio plant. In 1998, the U.S. EPA issued an administrative order setting
a revised deadline to install the solvent degreaser. Subsequently Brush Wellman
determined that the degreaser could not meet quality requirements, and advised
the U.S. EPA

                                      -8-
<PAGE>   10


that the degreaser project was being abandoned and that compliance would be
achieved by alternative methods.

(B)      BERYLLIUM EXPOSURE CLAIMS.
         --------------------------

                  PENDING CLAIMS. The Company is currently a defendant in the
following six product liability cases in which the plaintiffs allege injury
resulting from exposure to beryllium and beryllium-containing materials, other
than as employees of the Company, and are claiming recovery based on various
legal theories. These cases were previously reported in the Company's annual
report on Form 10-K for the year ended December 31, 1997 or in the Company's
quarterly report on Form 10-Q for the quarters ended July 3, 1998 and October 2,
1998, respectively. Defense for each of the cases identified in the table below
is being conducted by counsel selected by the Company and retained, with
reservations of rights, by the Company's insurance carriers.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                           DATE
                           ----
NAME OF PLAINTIFF          LAWSUIT         FORUM                     RELIEF REQUESTED
-----------------          -------         -----                     ----------------
                           INSTITUTED
------------------------------------------------------------------------------------------------------------------
<S>                      <C>             <C>                       <C>
Troy Murphy Morgan,        June 1994       United States District    The Company is one of several defendants,
Corky Dean McCarter and                    Court, Eastern District   together with the United States.  In the
wife, Karen Denise Smith                   of Tennessee              Fourth Amended Complaint (served in April
McCarter, Richard Emory                                              1997), plaintiffs' aggregate claims against
Myers, Sr. and wife,                                                 the corporate defendants, including
Wilma Dean Kennedy                                                   compensatory and punitive damages, are $44
Myers, and Kathlene                                                  million.
Beatty
------------------------------------------------------------------------------------------------------------------

George F. Faccio and       July 1995       United States District    The Company is the only defendant.
Spouse                                     Court, District of        Plaintiffs seek compensatory and punitive
                                           Arizona                   damages of an unspecified amount.
------------------------------------------------------------------------------------------------------------------

Ballinger et al.           November 1996   United States District    The Company is the only defendant.
                                           Court, Colorado           Plaintiffs seek compensatory and punitive
                                                                     damages of an unspecified amount.
------------------------------------------------------------------------------------------------------------------

Foster et al.              February 1997   United States District    The Company is one of several defendants.
                                           Court, Eastern District   Gary Foster seeks compensatory damages from
                                           of Tennessee              each corporate defendant of $5 million. His
                                                                     spouse seeks compensatory damages from each
                                                                     defendant of $1 million. Both plaintiffs
                                                                     seek punitive damages from each defendant of
                                                                     $10 million.
------------------------------------------------------------------------------------------------------------------

Grant et al.               August 1997     United States District    The Company is one of several defendants.
                                           Court, Eastern District   Mr. Grant seeks compensatory damages of $5
                                           of Tennessee              million against each defendant. His spouse
                                                                     seeks compensatory damages of $1 million
                                                                     against each defendant, and both seek
                                                                     punitive damages of $10 million against each
                                                                     defendant.
------------------------------------------------------------------------------------------------------------------

McClaren et al.            September 1998  Superior Court of         The Company is one of several defendants.
                                           California, Orange        The plaintiffs seek compensatory and punitive
                                           County                    damages in an unspecified amount.
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       -9-
<PAGE>   11



                  Discovery is continuing in three of the six cases reported
above: Morgan et al. v. Brush Wellman Inc. et al.; Foster et al. v. Brush
Wellman Inc. et al.; and Grant et al. v. Brush Wellman Inc. et al. (USDC,
Tennessee). In Faccio et al. v. Brush Wellman Inc. (USDC, Ariz.), discovery is
also ongoing, and several discovery motions, some of which sought sanctions
against the Company, have been filed. The motions seeking sanctions alleged that
the Company, without substantial justification, failed to produce documentation
within its possession and control in response to discovery requests. The Court
has ruled on two of the plaintiffs' discovery motions, denying sanctions (it
also denied the Company's request for sanctions against the plaintiffs). Several
additional discovery motions were heard in January 1998, but the Court has not
yet issued its order. The plaintiffs filed another motion in January 1998
seeking sanctions, and in October 1998 filed a motion arguing that the Company
should be required to produce certain documents because the "crime-fraud"
exception to the attorney-client privilege is applicable. The Company moved to
strike the latter motion on the ground that plaintiffs had not complied with
prefiling requirements for a motion of this kind; the motion to strike remains
pending. To date, no trial date has been established.

                  Ballinger et al. v. Brush Wellman Inc. et al. (USDC, Colo.)
was filed against the Company and one other defendant by 26 plaintiffs who
allegedly have chronic beryllium disease ("CBD"), and their spouses, and one
representative of a spouse who allegedly died from CBD (for a total of 43
plaintiffs). The defendants filed various motions in response to the complaint,
including a motion to dismiss. Before a ruling on the motion to dismiss, an
amended complaint was filed in September 1997 adding 7 plaintiffs who allegedly
have CBD and their spouses (for a total of 14 additional plaintiffs). Various
motions were again filed, including a motion to dismiss. Before a ruling was
made on the motion to dismiss the amended complaint, a second amended complaint
was filed in December 1997. One plaintiff and his spouse moved for dismissal of
their claims without prejudice, which motion was granted. Also, in December
1997, the remaining plaintiffs agreed to dismiss the second defendant and filed
an agreed motion for dismissal. The Court granted this second agreed motion on
February 13, 1998. In response to the second amended complaint, on January 23,
1998, the Company moved to dismiss 47 of the 55 plaintiffs and answered as to
the remaining 8 plaintiffs. On June 25, 1998, the Court denied the Company's
motion to dismiss. The Company has now answered the second amended complaint and
each of the parties has filed and served its initial disclosure statement. There
are now a total of 55 plaintiffs: those who allegedly have CBD, their spouses
and one representative of a spouse who allegedly died from CBD. Discovery has
now commenced.

                  The Company is a defendant in a case filed on March 18, 1997
by a former employee and his spouse: Thomas Markham et al. v. Brush Wellman Inc.
et al. (USDC, Ohio). The complaint alleged wrongful termination of employment
and lack of consortium and included claims based upon exposure to hazardous
materials. The Company filed an answer in May, 1997. Discovery is continuing.
The case is scheduled for trial in November, 1999.

                  Nine Company employees and their spouses had filed lawsuits
against the Company and certain of its employees in the Superior Court of Pima
County, Arizona: Cole et al. v. Brush Wellman Inc. et al.; Cruz et al. v. Brush
Wellman Inc. et al.; Haynes-Kern et al. v. Brush Wellman Inc. et al.; Matulin et
al. v. Brush Wellman Inc. et al.; Fimbres et al. v. Brush Wellman Inc. et al.;
Flores et al. v. Brush Wellman Inc. et al.; Kofira et al. v. Brush Wellman Inc.
et al.; Maldonado et al. v. Brush Wellman Inc. et al.; and Stoecker et al. v.
Brush Wellman Inc. et al. Six of these suits were instituted on June 29, 1994;
one was instituted on December 13, 1994; and two were instituted on February 28,
1995. The plaintiffs claimed that, during their employment

                                      -10-
<PAGE>   12


with the Company, they contracted CBD as a result of exposure to beryllium and
beryllium-containing products. The plaintiffs sought compensatory and punitive
damages of an unspecified amount based on allegations that the Company
intentionally misrepresented the potential danger of exposure to beryllium and
breached an agreement to pay certain benefits should the plaintiffs contract
CBD. These cases were initially dismissed by the trial court following a summary
judgment order entered in favor of the Company. The plaintiffs appealed and on
March 31, 1998, the Court of Appeals filed its decision, affirming in part and
reversing in part the summary judgment entered by the trial court in favor of
the Company. The Court of Appeals held that all of plaintiffs' common law claims
-- breach of contract, breach of implied covenant of good faith and fair dealing
and fraud -- were barred by the exclusivity of workers' compensation under
Arizona statutory law. Thus, this portion of the summary judgment was affirmed.
The Court of Appeals further held that, under Arizona law, a constitutionally
protected claim for willful misconduct existed which was not waived by
plaintiffs' acceptance of workers compensation benefits and that a question of
fact existed as to whether that claim was barred by the statute of limitations.
The Court made no ruling on whether there was any merit to any such claim by the
plaintiffs. On April 15, 1998, the Company filed a motion for reconsideration
with respect to that portion of the ruling that reversed the trial court. The
Court of Appeals denied this motion. On April 15, 1998, the plaintiffs filed a
motion for reconsideration with respect to their breach of contract and breach
of implied covenant of good faith and fair dealing. The Court of Appeals denied
this motion. On July 22 and 24, 1998, respectively, plaintiffs and the Company
filed petitions with the Arizona Supreme Court for its review of the decision of
the Court of Appeals. On February 25, 1999 the Arizona Supreme Court denied the
Company's petition for review and granted the plaintiffs' cross-petition. A
motion to reconsider the denial of the petition for review was filed on behalf
of the Company on March 12, 1999. It remains pending. The Supreme Court has not
yet scheduled oral argument of plaintiffs' cross-petition and plaintiffs'
appeal remains pending before the Arizona Supreme Court.

                  On July 5, 1996, Rudy Gamez, an employee of the Company, also
filed a suit in the Superior Court of Pima County, Arizona (Gamez et al. v.
Brush Wellman Inc. et al.), based upon similar claims and seeking similar relief
as in the previously described nine cases. On November 9, 1998, the Company
moved for partial summary judgment with respect to the willful misconduct claim,
and on December 9, 1998, the Company moved for dismissal or partial summary
judgment with respect to the remaining claims for breach of contract and bad
faith. On December 30, 1998, the Company also renewed an earlier motion for
summary judgment with respect to all claims on the ground that plaintiff had
accepted workers' compensation benefits. Oral argument on these motions took
place on January 25, 1999; the court took the motions under advisement and they
remain pending. The Court granted plaintiffs' motion to continue the trial,
which had been set for March 2, 1999; no new date has been set.

                  In August 1994 and April 1995, the Company notified the State
Compensation Fund, a workers' compensation fund in the State of Arizona, of the
filing of certain of the above-mentioned employee suits and requested that the
State Compensation Fund defend such suits pursuant to the Company's State
Compensation Fund policies. The State Compensation Fund denied coverage and
defense of such suits, but, after discussion indicated that it would defend some
of the employee lawsuits under a reservation of rights. Pursuant to that
commitment, the State Compensation Fund has reimbursed the Company for a
substantial portion of the costs incurred by the Company in defending the first
nine employee lawsuits noted above at the trial court level.

                  In view of the dispute with respect to coverage, however, the
State Compensation Fund filed a declaratory judgment action against the Company
and certain of its employees in the Superior Court of Pima County, Arizona, for
which service of process occurred on August 21,


                                      -11-
<PAGE>   13

1995: State Compensation Fund v. Brush Wellman Inc. et al. The Company filed an
answer and counterclaim to the effect that, among other things, the State
Compensation Fund had a duty to defend and indemnify the Company. The Company
sought an award of not only the costs of defending the underlying actions, but
also the costs incurred with respect to the coverage, litigation and punitive
damages. On May 13, 1996, the Court entered an order granting the State
Compensation Fund's motions for partial summary judgment, which, among other
things, sought a declaration of no duty to defend or indemnify the Company
against claims for breach of contract and claims for intentional tort. These
rulings did not completely dispose of the State Compensation Fund's claims and
did not address the Company's counterclaim. As of September 1, 1996, the State
Compensation Fund refused to reimburse the Company for any further defense costs
that the Company might incur. The State Compensation Fund has also indicated
that it plans to seek reimbursement of defense costs already paid. Further
proceedings in this action have been stayed pending final disposition of the
employees' appeals from the dismissal of their lawsuits by the Superior Court of
Pima County, Arizona, in the underlying cases noted above.

                  In September 1995 and January 1996, the Company notified the
Argonaut Insurance Company that it was requesting the defense of two of the
aforementioned employee lawsuits. Argonaut denied coverage, and, in April 1996,
it filed a declaratory judgment action against the Company and certain of its
employees in the Superior Court of Pima County, Arizona: Argonaut Insurance
Companies v. Brush Wellman Inc. et al. Subsequently, in September 1996, Argonaut
and the Company agreed that Argonaut would dismiss its declaratory judgment
action (with the right to refile it later), that they would not litigate any
coverage issues between themselves until the State Compensation Fund's
declaratory judgment action has been completely resolved and that both parties
would be bound by the resolution of the coverage issues in the State
Compensation Fund's declaratory judgment action.

                  An action was filed by the Arizona State Compensation Fund
against the Company in Pima County Superior Court, Arizona, seeking a
declaratory judgment that the Fund is not required to defend or indemnify the
Company against claims made in the Whitaker case: State Compensation Fund v.
Brush Wellman Inc., filed December 11, 1996. The parties have agreed to stay
further proceedings in the case for a mutually agreed period of time. A draft
settlement agreement and release have been circulated in this case and are
currently under review by the parties.

                  CLAIMS INITIATED SINCE THE END OF THIRD QUARTER 1998. A
complaint was filed in the United States District Court for the Eastern District
of Tennessee by Jerry Lynn Hall and his wife Rose Mary Hall on February 24,
1999, against the Company and five other defendants: Ceradyne, Inc., General
Ceramics, Inc., Cabot Corporation, NGK Metals Corporation and Cercom Quality
Products, Inc. Also on February 24, 1999, the plaintiffs filed an amended
complaint to include eight more defendants: SSG, Inc., Speedring, Inc., Spire
Corporation, Lockheed Martin Beryllium Corporation, Manufacturing Sciences
Corporation, Microtechnologies Inc., The Perkin-Elmer Corporation and Starmet
Corp. Plaintiff Jerry Lynn Hall alleges injury from exposure to beryllium and/or
beryllium containing products sold by the Company. The claims against the
corporate defendants include theories of products liability (under the Tennessee
Products Liability Act), strict liability, failure to warn (both intentionally
and negligently), breach of implied warranty; plaintiff Rose Mary Hall alleges
loss of consortium. Plaintiff Jerry Lynn Hall is suing each defendant for
compensatory damages in the amount of $5 million; his wife is seeking
compensatory damages from each defendant in the amount of $1 million. Both
plaintiffs seek $10 million in punitive damages from each corporate defendant.

                                      -12-

<PAGE>   14


                  A complaint was filed in the United States District Court for
the Eastern District of Tennessee by Mack Orick and his wife Ann Orick on
October 21, 1998, against the Company and eight other defendants: Ceradyne,
Inc., General Ceramics, Inc., Cabot Corporation, NGK Metals Corporation,
Lockheed Martin Beryllium Corporation, Cercom Quality Products, Inc., Starmet
Corp., and the United States of America. On December 16, 1998, plaintiffs filed
a motion to amend the complaint to include five more defendants: SSG, Inc.,
Speedring, Inc., Spire Corporation, Manufacturing Sciences Corporation, and The
Perkin-Elmer Corporation. Plaintiff Mack Orick alleges injury from exposure to
beryllium and/or beryllium containing products sold by the Company. The claims
against the corporate defendants include theories of products liability (under
the Tennessee Products Liability Act), strict liability, failure to warn (both
intentionally and negligently), breach of implied warranty; plaintiff Ann Orick
alleges loss of consortium. Plaintiff Mack Orick is suing each defendant for
compensatory damages in the amount of $5 million; his wife is seeking
compensatory damages from each defendant in the amount of $1 million. Both
plaintiffs seek $10 million in punitive damages from each corporate defendant.
The United States filed a motion to dismiss on December 28, 1998 that remains
pending. The Company filed an answer to the complaint on January 12, 1999.

                  CLAIMS CONCLUDED SINCE THE END OF THIRD QUARTER 1998. Wallace
et al. v. Brush Wellman Inc. et al.: This action has been settled. The insurance
company has paid the settlement amount, however, the workers' compensation
carriers have not yet signed their releases and, therefore, the case remains
pending.

                  On December 19, 1997, the Company was named a defendant in a
product liability case filed in the Court of Common Pleas, Philadelphia County,
Pennsylvania: Frank Corvino et al. v. Cabot Corp. et al. In the complaint, Mr.
Corvino alleged that he suffered injury (including CBD) resulting from exposure
to beryllium dust and fibers emitted from a plant operated by defendants Cabot
Corporation and NGK in the vicinity of his place of work. Mr. Corvino also
alleged that he suffered injury as a result of exposure to beryllium supplied to
his employers. The complaint included claims for negligence, product liability
and loss of consortium. The court dismissed the complaint based on preliminary
objections but permitted plaintiffs to file an amended complaint. The amended
complaint was filed on August 31, 1998. The Company and Cabot each filed
cross-claims against each other. Since that time, the parties have agreed to
settle the action, but the settlement amount has not yet been paid and dismissal
has not yet been effected. The dismissal is expected to include dismissal of the
cross-claims.

(C)      ASBESTOS EXPOSURE CLAIMS.
         -------------------------

                  Egbert is a co-defendant in fifteen cases making claims for
asbestos-induced illness allegedly relating to the former operations of Egbert,
then known as The S.K. Wellman Corp. Egbert is one of a large number of
defendants in each case. The plaintiffs seek compensatory and punitive damages,
in most cases of unspecified sums. Each case has been referred for defense
pursuant to liability insurance coverage and has been accepted for defense
without admission or denial of carrier liability. Two hundred fifty-three
similar cases previously reported have been dismissed or disposed of by pretrial
judgment, one by jury verdict of no liability and fourteen others by settlement
for nominal sums.

                                      -13-

<PAGE>   15

                  Egbert is a party to an agreement with the predecessor owner
of its operating assets, Pneumo Abex Corporation (formerly Abex Corporation),
and five insurers, regarding the handling of these cases. Under the agreement,
the insurers share expenses of defense, and Egbert, Pneumo Abex Corporation and
the insurers share payment of settlements and/or judgments. In the pending
cases, both expenses of defense and payment of settlements and/or judgments are
subject to a separate reimbursement agreement under which a successor of the
company that purchased Egbert's operating assets in 1986 has certain limited
obligations to Egbert.

(D)      OTHER MISCELLANEOUS PENDING CLAIMS.
         -----------------------------------

                  The Company and Abtrex Industries ("Abtrex") are defendants in
a personal injury case filed in the Court of Common Pleas for Cuyahoga County,
Ohio, in September, 1998, by three employees of Abtrex and their spouses:
Janisse et al. v. Brush Wellman Inc. et al. Each of the plaintiffs seeks
compensatory damages in excess of $25,000 and punitive damages in excess of
$25,000 relating to an alleged acid spill at one of the Company's facilities.
The Company filed an answer and cross claim to the complaint in October, 1998.
The case is scheduled for trial in November, 1999.

                  A subsidiary of the Company, Technical Materials, Inc.
("TMI"), and an employee of TMI are defendants in a case filed in the Superior
Court of the State of Rhode Island on October 15, 1997: Handy & Harman
Electronic Materials Corporation v. Technical Materials, Inc. et al. The
complaint alleged that TMI tortuously induced the employee to breach his
confidentiality obligations to his former employer, the plaintiff, and
misappropriated trade secrets of the plaintiff. The plaintiff seeks
preliminarily and permanently to enjoin TMI from using any confidential
information obtained by the employee while he was employed with the plaintiff,
and compensatory and punitive damages of unspecified amounts.

                                       14

<PAGE>   16



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

        None.

EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------

        The following table provides information as to the executive officers of
the Company.

<TABLE>
<CAPTION>


   Name                       Age                 Positions and Offices
   ----                       ---                 ---------------------

<S>                       <C>           <C>
Gordon D. Harnett             56            Chairman of the Board, President, Chief Executive Officer
                                            and Director

Michael D.  Anderson          47            Vice President, Beryllium Products

Brian J. Derry                53            Vice President, Operations

Stephen Freeman               52            Vice President, Alloy Products

Jordan P. Frazier             41            General Manager, Ceramic Products

John D. Grampa                51            Vice President, Finance

Michael C. Hasychak           45            Treasurer and Secretary

Alfonso T. Lubrano            49            President, Technical Materials, Inc.

John J. Paschall              61            President, Williams Advanced Materials Inc.

Andrew J. Sandor              59            Vice President, Alloy Technology

William R. Seelbach           50            President, Alloy Products

Daniel A. Skoch               49            Vice President, Administration and Human Resources

</TABLE>

                                       15

<PAGE>   17



               MR. HARNETT was elected Chairman of the Board, President, Chief
Executive Officer and Director of the Company effective January, 1991. He had
served as a Senior Vice President of The B. F. Goodrich Company from November,
1988.

               MR. ANDERSON was elected Vice President, Beryllium Products
effective March, 1996. He had served as Director of Sales and Marketing -
Beryllium Products since November, 1994, Director of Marketing - Ceramics since
February, 1994 and Director of Marketing since April, 1989.

               MR. DERRY was elected Vice President, Operations in May, 1997.
Prior to that time, he served as Director of Global Manufacturing for Ethyl
Corporation.

               MR. FRAZIER was appointed General Manager, Ceramic Products in
December, 1997. He had served as Director, Ceramic Operations since
September, 1996. He had served as Director of Sales and Marketing - Ceramic
Products since February, 1996. Prior to that time, he had served as Plant
Manager of the Tucson manufacturing facility from 1992.

               MR. FREEMAN was elected Vice President, Alloy Products effective
February, 1995. He had served as Vice President of Sales and Marketing since
August, 1993. He had served as Vice President of Sales and Marketing - Alloy
Products since July, 1992. Prior to that time, he had served as Management
Consultant for Adastra, Inc.

               MR. GRAMPA was elected Vice President, Finance in October, 1998.
He had served as Vice President, Finance for the worldwide Materials Business of
Avery Dennison Corporation since March, 1994 and prior to that time he held
other various financial positions at Avery Dennison Corporation from 1984.

               MR. HASYCHAK was elected Treasurer and Secretary in May, 1994.
Prior to that time, he served as Treasurer and Assistant Secretary from 1990 and
as Assistant Treasurer from 1988.

               MR. LUBRANO was elected President, Technical Materials, Inc.
effective April, 1995 and Vice President and General Manager effective March,
1992. Prior to that time, he served as Vice President and Business Director of
Engelhard Corporation from 1987.

               MR. PASCHALL was elected President, Williams Advanced Materials
Inc. effective November, 1991. He had served as Vice President, Operations -
Williams Advanced Materials Inc. since April, 1989.

               MR. SANDOR was elected Vice President, Alloy Technology effective
March, 1996. He had served as Vice President, Operations since October, 1991. He
had served as Senior Vice President since September, 1989.

                                       16

<PAGE>   18



               MR. SEELBACH was elected President, Alloy Products in June, 1998.
Prior to that time, he had been Chairman and CEO of Inverness Partners since
October, 1987. Prior to Inverness Partners, he was a partner with McKinsey &
Company.

               MR. SKOCH was elected Vice President, Administration and Human
Resources effective March, 1996. He had served as Vice President, Human
Resources since July, 1991. Prior to that time, he was Corporate Director -
Personnel.


                                     PART II

ITEM 5.        MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
-------        ----------------------------------------------------
               STOCKHOLDER MATTERS
               -------------------

               The Company's Common Stock is traded on the New York Stock
Exchange. As of March 8, 1999 there were 2,327 shareholders of record.
Information as to stock price and dividends declared set forth on page 26 in
Note O to the consolidated financial statements in the annual report to
shareholders for the year ended December 31, 1998 is incorporated herein by
reference. The Company's ability to pay dividends is generally unrestricted,
except that it is obligated to maintain a specified level of tangible net worth
pursuant to an existing credit facility and a lease agreement.


ITEM 6.        SELECTED FINANCIAL DATA
-------        -----------------------

               Selected Financial Data on page 10 of the annual report to
shareholders for the year ended December 31, 1998 is incorporated herein by
reference.


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

               The management's discussion and analysis of financial condition
and results of operations on pages 28 through 34 of the annual report to
shareholders for the year ended December 31, 1998 is incorporated herein by
reference.


ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------       ----------------------------------------------------------

               The market risk disclosures on page 34 of the annual report to
shareholders for the year ended December 31, 1998 are incorporated herein by
reference.

                                       17

<PAGE>   19




ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------        -------------------------------------------

               The report of independent auditors and the following consolidated
financial statements of the Company included in the annual report to
shareholders for the year ended December 31, 1998 are incorporated herein by
reference:

         Consolidated Balance Sheets - December 31, 1998 and 1997.

         Consolidated Statements of Income - Years ended December 31, 1998, 1997
         and 1996.

         Consolidated Statements of Shareholders' Equity - Years ended December
         31, 1998, 1997 and 1996.

         Consolidated Statements of Cash Flows - Years ended December 31, 1998,
         1997 and 1996.

         Notes to Consolidated Financial Statements.

Quarterly Data on page 26 of the annual report to shareholders for the years
ended December 31, 1998 and December 31, 1997 is incorporated herein by
reference.

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

               None.

                                       18

<PAGE>   20


                                    PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------       --------------------------------------------------

               The information under Election of Directors on pages 2 through 6
of the Proxy Statement dated March 15, 1999 is incorporated herein by reference.
Information with respect to Executive Officers of the Company is set forth
earlier on pages 15 through 17 of this Form 10-K annual report.


ITEM 11.       EXECUTIVE COMPENSATION
--------       ----------------------

               The information under Executive Officer Compensation on pages 9
through 14 of the Proxy Statement dated March 15, 1999 is incorporated herein by
reference.

ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
--------       ---------------------------------------------------
               MANAGEMENT
               ----------

               The information under Common Stock Ownership of Certain
Beneficial Owners, Directors and Management on pages 7 and 8 of the Proxy
Statement dated March 15, 1999 is incorporated herein by reference.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               Not applicable.

                                       19

<PAGE>   21


                                     PART IV

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

               (A)  1. FINANCIAL STATEMENTS AND SUPPLEMENTAL INFORMATION
                       -------------------------------------------------

                       Included in Part II of this Form 10-K annual report by
                       reference to the annual report to shareholders for the
                       year ended December 31, 1998 are the following
                       consolidated financial statements:

                       Consolidated Balance Sheets - December 31, 1998 and 1997.

                       Consolidated Statements of Income - Years ended December
                       31, 1998, 1997 and 1996.

                       Consolidated Statements of Shareholders' Equity - Years
                       ended December 31, 1998, 1997 and 1996.

                       Consolidated Statements of Cash Flows - Years ended
                       December 31, 1998, 1997 and 1996.

                       Notes to Consolidated Financial Statements.

                       Report of Independent Auditors.

               (A)  2. FINANCIAL STATEMENT SCHEDULES
                       -----------------------------

                       The following consolidated financial information for the
                       years ended December 31, 1998, 1997 and 1996 is submitted
                       herewith:

                       Schedule II - Valuation and qualifying accounts.

                       All other schedules for which provision is made in the
                       applicable accounting regulations of the Securities and
                       Exchange Commission are not required under the related
                       instructions or are inapplicable, and therefore have been
                       omitted.

                                       20

<PAGE>   22




               (A)  3. EXHIBITS
                       --------

                    (3a)   Second Amended and Restated Articles of Incorporation
                           of the Company dated January 27, 1998 (filed as
                           Exhibit 3a to the Company's Form 10-K Annual Report
                           for the year ended December 31, 1997), incorporated
                           herein by reference.

                    (3b)   Regulations of the Company as amended April 27, 1993
                           (filed as Exhibit 3b to the Company's Form 10-K
                           Annual Report for the year ended December 31, 1994),
                           incorporated herein by reference.

                    (4a)   Credit Agreement dated as of December 13, 1994
                           between the Company and National City Bank acting for
                           itself and as agent for three other banking
                           institutions (filed as Exhibit 4a to the Company's
                           Form 10-K Annual Report for the year ended December
                           31, 1994), incorporated herein by reference.

                    (4b)   First Amendment to Amended and Restated Credit
                           Agreement dated December 30, 1996 between Brush
                           Wellman Inc. and National City Bank acting for itself
                           and as agent for three other banking institutions
                           (filed as Exhibit 4b to the Company's Form 10-K
                           Annual Report for the year ended December 31, 1996),
                           incorporated herein by reference.

                    (4c)   Second Amendment to Amended and Restated Credit
                           Agreement dated September 2, 1997 between Brush
                           Wellman Inc. and National City Bank acting for
                           itself and as agent for certain other banking
                           institutions (filed as Exhibit 4c to the Company's
                           Form 10-K Annual Report for the year ended December
                           31, 1997), incorporated herein by reference.

                    (4d)   Third Amendment to Amended and Restated Credit
                           Agreement dated January 26, 1999 between Brush
                           Wellman Inc. and National City Bank acting for
                           itself and as agent for certain other banking
                           institutions.

                    (4e)   Rights Agreement between the Company and National
                           City Bank N.A. dated January 27, 1998 (filed as
                           Exhibit 4d to the Company's Form 10-K Annual Report
                           for the year ended December 31, 1997), incorporated
                           herein by reference.

                    (4f)   Issuing and Paying Agency Agreement dated as of
                           February 1, 1990, including a specimen form of a
                           medium term note issued thereunder, between the
                           Company and First Trust N.A. (formerly with Morgan
                           Guaranty Trust Company of New York) (filed as
                           Exhibit 4c to the Company's Form 10-K Annual Report
                           for the year ended December 31, 1994), incorporated
                           herein by reference.


<PAGE>   23


                    (4g)   Pursuant to Regulation S-K, Item 601 (b)(4), the
                           Company agrees to furnish to the Commission, upon
                           its request, a copy of the instruments defining the
                           rights of holders of long-term debt of the Company
                           that are not being filed with this report.

                   (10a)*  Employment Agreement entered into by the Company and
                           Mr. Gordon D. Harnett on March 20, 1991 (filed as
                           Exhibit 10a to the Company's Form 10-K Annual Report
                           for the year ended December 31, 1990), incorporated
                           herein by reference.

                   (10b)*  Form of Employment Agreement entered into by the
                           Company and Mr. Sandor on February 20, 1989 (filed
                           as Exhibit 10b to the Company's Form 10-K Annual
                           Report for the year ended December 31, 1994),
                           incorporated herein by reference.

                   (10c)*  Form of Employment Agreement entered into by the
                           Company and Messrs. Anderson, Frazier, Grampa,
                           Hasychak, Lubrano and Paschall on March 2, 1999.

                   (10d)*  Form of Amendment to the Employment Agreement (dated
                           February 20, 1989) entered into by the Company and
                           Mr. Sandor dated February 28, 1991 (filed as Exhibit
                           10c to the Company's Form 10-K Annual Report for the
                           year ended December 31, 1990), incorporated herein
                           by reference.

                   (10e)*  Form of Employment Agreement entered into by the
                           Company and Mr. Daniel A. Skoch on January 28, 1992,
                           Mr. Stephen Freeman dated August 3, 1993 and Mr.
                           Brian J. Derry dated May 6, 1997 (filed as Exhibit
                           10d to the Company's Form 10-K Annual Report for the
                           year ended December 31, 1991), incorporated herein
                           by reference.

                   (10f)*  Form of Employment Agreement entered into by the
                           Company and Mr. William R. Seelbach dated June 29,
                           1998 (filed as Exhibit 10a to the Company's Form
                           10-Q Quarterly Report for the quarter ended July 3,
                           1998), incorporated herein by reference.

                   (10g)*  Employment Arrangement between the Company and
                           Mr. William R. Seelbach dated June 3, 1998 (filed as
                           Exhibit 10b to the Company's Form 10-Q Quarterly
                           Report for the quarter ended July 3, 1998),
                           incorporated herein by reference.

                   (10h)*  Addendum to Employment Arrangement between the
                           Company and Mr. William R. Seelbach dated June 24,
                           1998 (filed as Exhibit 10c to the Company's Form
                           10-Q Quarterly Report for the quarter ended July 3,
                           1998), incorporated herein by reference.

                   (10i)   Form of Indemnification Agreement entered into by the
                           Company and Mr. William R. Seelbach dated June 29,
                           1998 (filed as Exhibit 10d to the Company's Form
                           10-Q Quarterly Report for the quarter ended July 3,
                           1998), incorporated herein by reference.


<PAGE>   24



                   (10j)*  Form of Trust Agreement between the Company and Key
                           Trust Company of Ohio, N.A. (formerly Ameritrust
                           Company National Association) on behalf of the
                           Company's executive officers (filed as Exhibit 10e
                           to the Company's Form 10-K Annual Report for the
                           year ended December 31, 1994), incorporated herein
                           by reference.

                   (10k)   Form of Indemnification Agreement entered into by the
                           Company and its executive officers (filed as Exhibit
                           10g to the Company's Form 10-K Annual Report for the
                           year ended December 31, 1994), incorporated herein
                           by reference.

                   (10l)   Form of Indemnification Agreement entered into by the
                           Company and its directors (filed as Exhibit 10h to
                           the Company's Form 10-K Annual Report for the year
                           ended December 31, 1994), incorporated herein by
                           reference.

                   (10m)*  Directors' Retirement Plan as amended January 26,
                           1993 (filed as Exhibit 10i to the Company's Form
                           10-K Annual Report for the year ended December 31,
                           1992), incorporated herein by reference.

                   (10n)*  Deferred Compensation Plan for Nonemployee Directors
                           effective January 1, 1992 (filed as Exhibit I to the
                           Company's Proxy Statement dated March 6, 1992,
                           Commission File No. 1- 7006), incorporated herein by
                           reference.

                   (10o)*  Form of Trust Agreement between the Company and
                           National City Bank dated January 1, 1992 on behalf
                           of Nonemployee Directors of the Company (filed as
                           Exhibit 10k to the Company's Form 10-K Annual Report
                           for the year ended December 31, 1992), incorporated
                           herein by reference.

                   (10p)*  Incentive Compensation Plan adopted December 16,
                           1991, effective January 1, 1992 (filed as Exhibit
                           10l to the Company's Form 10-K Annual Report for the
                           year ended December 31, 1991), incorporated herein
                           by reference.

                   (10q)*  Supplemental Retirement Plan as amended and restated
                           December 1, 1992 (filed as Exhibit 10n to the
                           Company's Form 10-K Annual Report for the year ended
                           December 31, 1992), incorporated herein by
                           reference.

                   (10r)*  Amendment Number 2, adopted January 1, 1996, to
                           Supplemental Retirement Benefit Plan as amended and
                           restated December 1, 1992 (filed as Exhibit 10o to
                           the Company's Form 10-K Annual Report for the year
                           ended December 31, 1995), incorporated herein by
                           reference.

<PAGE>   25


                   (10s)*  Amendment Number 3, adopted May 5, 1998, to
                           Supplemental Retirement Benefit Plan as amended and
                           restated December 1, 1992.

                   (10t)*  Amendment Number 4, adopted December 1, 1998, to
                           Supplemental Retirement Benefit Plan as amended and
                           restated December 1, 1992.

                   (10u)*  Amendment Number 5, adopted December 31, 1998, to
                           Supplemental Retirement Benefit Plan as amended and
                           restated December 1, 1992.

                   (10v)*  Form of Trust Agreement between the Company and Key
                           Trust Company of Ohio, N.A. (formerly Society
                           National Bank) dated January 8, 1993 pursuant to the
                           December 1, 1992 amended Supplemental Retirement
                           Benefit Plan (filed as Exhibit 10p to the Company's
                           Form 10-K Annual Report for the year ended December
                           31, 1992), incorporated herein by reference.

                   (10w)*  Key Employee Share Option Plan (filed on Form S-8 on
                           May 5, 1998), incorporated herein by reference.

                   (10x)*  1979 Stock Option Plan, as amended pursuant to
                           approval of shareholders on April 21, 1982 (filed as
                           Exhibit 15A to Post- Effective Amendment No. 3 to
                           Registration Statement No. 2- 64080), incorporated
                           herein by reference.

                   (10y)*  1984 Stock Option Plan as amended by the Board of
                           Directors on April 18, 1984 and February 24, 1987
                           (filed as Exhibit 4.4 to Registration Statement No.
                           33-28605), incorporated herein by reference.

                   (10z)*  1989 Stock Option Plan (filed as Exhibit 4.5 to
                           Registration Statement No. 33-28605), incorporated
                           herein by reference.

                  (10aa)*  1990 Stock Option Plan for Nonemployee Directors
                           (filed as Exhibit 4.6 to Registration Statement No.
                           33-35979), incorporated herein by reference.

                  (10bb)*  1995 Stock Incentive Plan as Amended March 3, 1998
                           (filed as Exhibit A to the Company's Proxy Statement
                           dated March 16, 1998, Commission File No. 1-7006),
                           incorporated herein by reference.

                  (10cc)   Lease dated as of October 1, 1996, between
                           Brush Wellman Inc. and Toledo-Lucas County Port
                           Authority (filed as Exhibit 10v to the Company's
                           Form 10-K Annual Report for the year ended December
                           31, 1996), incorporated herein by reference.


<PAGE>   26



                  (10dd)   Master Lease Agreement dated December 30, 1996
                           between Brush Wellman Inc. and National City Bank
                           acting for itself and as agent for certain
                           participants (filed as Exhibit 10w to the Company's
                           Form 10-K Annual Report for the year ended December
                           31, 1996), incorporated herein by reference.

                  (10ee)   First Amendment to Master Lease Agreement dated
                           September 2, 1997 between Brush Wellman Inc. and
                           National City Bank acting for itself and as agent
                           for certain participants.

                  (10ff)   Second Amendment to Master Lease Agreement and
                           Amendment to Disbursement Schedules dated January
                           26, 1999 between Brush Wellman Inc. and National
                           City Bank acting for itself and as agent for certain
                           participants.

                  (10gg)*  1997 Stock Incentive Plan for Non-Employee Directors
                           (filed as Exhibit B to the Company's Proxy Statement
                           dated March 16, 1998, Commission File No. 1-7006),
                           incorporated herein by reference.

                  (13)     Portions of the Annual Report to shareholders for
                           the year ended December 31, 1998.

                  (21)     Subsidiaries of the registrant.

                  (23)     Consent of Ernst & Young LLP.

                  (24)     Power of Attorney.

                  (27.1)   Financial Data Schedule 1998.

                  (27.2)   Financial Data Schedule 1997 Restated.

                  (27.3)   Financial Data Schedule 1996 Restated.
                  -------
                  * Reflects management contract or other compensatory
                  arrangement required to be filed as an Exhibit pursuant to
                  Item 14(c) of this Report.

            (B) REPORTS ON FORM 8-K
                -------------------
                  There were no reports on Form 8-K filed during the fourth
                  quarter of the year ended December 31, 1998.



<PAGE>   27


                                   SIGNATURES

                  Pursuant to the requirements of Section 13 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.

March 31, 1999

BRUSH WELLMAN INC.


By: /s/Gordon D. Harnett                           By: /s/John D. Grampa
    -------------------------------------              -----------------------
    Gordon D. Harnett                                  John D. Grampa
    Chairman of the Board,                             Vice President, Finance
    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 and on the dates indicated.


GORDON D. HARNETT*         Chairman of the Board,
-----------------------    President, Chief Executive             March 31, 1999
Gordon D. Harnett*         Officer and Director
                           (Principal Executive Officer)

JOHN D. GRAMPA             Vice President, Finance                March 31, 1999
-----------------------    (Principal Financial and
John D. Grampa             Accounting Officer)

ALBERT C. BERSTICKER*      Director                               March 31, 1999
----------------------
Albert C. Bersticker*

CHARLES F. BRUSH, III*     Director                               March 31, 1999
----------------------
Charles F. Brush, III*

DAVID L. BURNER*           Director                               March 31, 1999
----------------------
David L. Burner*

DAVID H. HOAG *            Director                               March 31, 1999
----------------------
David H. Hoag*

JOSEPH P. KEITHLEY *       Director                               March 31, 1999
----------------------
Joseph P. Keithley*

WILLIAM P. MADAR*          Director                               March 31, 1999
----------------------
William P. Madar*

ROBERT M. McINNES*         Director                               March 31, 1999
----------------------
Robert M. McInnes*

WILLIAM R. ROBERTSON *     Director                               March 31, 1999
----------------------
William R. Robertson*

JOHN SHERWIN, JR.*         Director                               March 31, 1999
----------------------
John Sherwin, Jr.*


                  *The undersigned, by signing his name hereto, does sign and
execute this report on behalf of each of the above-named officers and directors
of Brush Wellman Inc., pursuant to Powers of Attorney executed by each such
officer and director filed with the Securities and Exchange Commission.

By: /s/JOHN D. GRAMPA                                             March 31, 1999
    ---------------------------
    John D. Grampa
    Attorney-in-Fact


<PAGE>   28


<TABLE>
<CAPTION>


                                           SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


                                                 BRUSH WELLMAN INC. AND SUBSIDIARIES


                                            YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

------------------------------------------------------------------------------------------------------------------------------------
           COL. A                         COL. B                      COL. C                     COL. D                COL. E
------------------------------------------------------------------------------------------------------------------------------------
                                                                    ADDITIONS
                                                        -----------------------------------
         DESCRIPTION                Balance at Beginning       (1)               (2)        Deduction-Describe       Balance at End
                                        of Period       Charged to Costs  Charged to Other                             of Period
                                                          and Expenses    Accounts-Describe
------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                   <C>                <C>          <C>                      <C>         
Year ended December 31, 1998 
Deducted from assets accounts:
   Allowance for doubtful
      accounts receivable               $1,058,663           $1,090,170           $0          $   21,833 (A)            $2,127,000
   Inventory reserves and
      obsolescence                      $2,054,938           $  907,438           $0          $1,222,283 (B)            $1,740,093

Year ended December 31, 1997 
Deducted from assets accounts:
   Allowance for doubtful
      accounts receivable               $  954,289           $  143,666           $0          $   39,292 (A)            $1,058,663
   Inventory reserves and
      obsolescence                      $1,717,795           $2,816,498           $0          $2,479,355 (B)            $2,054,938

Year ended December 31, 1996 
Deducted from assets accounts:
   Allowance for doubtful
      accounts receivable               $1,014,704           $   29,455           $0          $   89,870 (A)            $  954,289
   Inventory reserves and
      obsolescence                      $1,600,000           $2,656,779           $0          $2,538,984 (B)            $1,717,795


</TABLE>

Note A - Bad debts written-off, net of recoveries.

Note B - Inventory write-off.