<PAGE>   1

                                    FORM 10-Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                Quarterly Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

<TABLE>
<S>                                                                   <C>
For the three month period ended March 31, 1999                       Commission File Number: 333-04254
                                                                                              ---------
</TABLE>



                              BAR TECHNOLOGIES INC.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                                   <C>
                           DELAWARE                                               13-3753384
 --------------------------------------------------------------       ---------------------------------
 (State or other jurisdiction of incorporation or organization)       (IRS Employer Identification No.)



           3770 EMBASSY PARKWAY
            AKRON, OHIO  44333                                                   (330) 670-3000
 --------------------------------------------------------------       ---------------------------------
(Address of principal executive offices)                                 (Registrant's telephone number)
</TABLE>


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.

                               X  Yes     No
                               ---     ---




Number of shares outstanding of common stock as of March 31, 1999:



         CLASS A COMMON STOCK, $0.001 PAR VALUE        204,458 SHARES

         CLASS B COMMON STOCK, $0.001 PAR VALUE        536,829 SHARES

         CLASS C COMMON STOCK, $0.001 PAR VALUE        536,865 SHARES


                                       1

<PAGE>   2


                              BAR TECHNOLOGIES INC.

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                     PART I - FINANCIAL INFORMATION
                                     ------------------------------
<S>                                                                                                 <C>
Item 1.       Financial Statements

              Consolidated Statements of Operations (Unaudited) for the three month
              periods ended March 31, 1999 and April 4, 1998...........................................3

              Consolidated Balance Sheets as of March 31, 1999 (Unaudited) and
              January 2, 1999........................................................................4-5

              Consolidated Statement of Stockholders' Equity (Deficit) for the year ended 
              January 2, 1999 and the three month period ended March 31, 1999 (Unaudited)..............6

              Consolidated Statements of Cash Flows (Unaudited) for the three month
              periods ended March 31, 1999 and April 4, 1998...........................................7

              Notes to Consolidated Financial Statements............................................8-13

Item 2.       Management's Discussion and Analysis of
              Financial Condition and Results of Operations........................................13-17



                                            PART II - OTHER INFORMATION
                                            ---------------------------

Item 1.       Legal Proceedings.......................................................................17

Item 2.       Changes in Securities...................................................................17

Item 3.       Defaults Upon Senior Securities.........................................................18

Item 4.       Submission of Matters to a Vote of Security Holders.....................................18

Item 5.       Other Information.......................................................................18

Item 6.       Exhibits and Reports on Form 8-K........................................................18

              Signatures..............................................................................19
</TABLE>


                                       2

<PAGE>   3

                     Bar Technologies Inc. and Subsidiaries
                      Consolidated Statements of Operations
                        For the Three Month Periods Ended
                        March 31, 1999 and April 4, 1998
                (In thousands of dollars, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                ---------------------------------
                                                  March 31,            April 4,
                                                    1999                 1998
                                                ------------         ------------
<S>                                             <C>                  <C>         
Net sales                                       $     59,777         $     81,643

Cost of sales                                         56,769               78,776

Depreciation and amortization                          1,247                1,427

Selling, general and administrative
  expenses                                             2,923                5,110
                                                ------------         ------------

  Loss from operations                                (1,162)              (3,670)

Interest expense, net                                  6,045                6,174

Other income                                              38                   77
                                                ------------         ------------

  Loss before provision for income taxes              (7,169)              (9,767)

Provision for income taxes                                93                  163
                                                ------------         ------------

  Net loss                                            (7,262)              (9,930)

Preferred  stock dividends
                                                          96                   96
                                                ------------         ------------

Net loss applicable to common shares            $     (7,358)        $    (10,026)
                                                ============         ============

Net loss per share - basic and diluted          $      (5.76)        $      (7.84)
                                                ============         ============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       3
<PAGE>   4

                    Bar Technologies Inc. and Subsidiaries
                         Consolidated Balance Sheets
                   As of March 31, 1999 and January 2, 1999
                          (In thousands of dollars)


<TABLE>
<CAPTION>
                                                                  March 31, 1999      January 2, 1999
                                                                  --------------      ---------------
ASSETS                                                             (Unaudited)

<S>                                                               <C>                  <C>         
Current assets:
    Cash and cash equivalents                                     $      1,482         $      2,188
    Accounts receivable, less allowances of $1,180 and
          $1,104, respectively                                          28,067               26,152
    Amounts due from affiliates                                          5,555                1,935
    Inventories                                                         83,166               74,168
    Other current assets                                                 3,522                2,676
                                                                  ------------         ------------
       Total current assets                                            121,792              107,119

Property, plant and equipment:
     Land and improvements                                               2,609                2,580
     Buildings and improvements                                         19,980               19,944
     Machinery and equipment                                            72,318               72,162
     Construction in-progress                                           10,518                8,396
                                                                  ------------         ------------

       Total property, plant and equipment                             105,425              103,082

     Accumulated depreciation                                          (14,169)             (12,983)
                                                                  ------------         ------------

       Net property, plant and equipment                                91,256               90,099

     Goodwill, net of accumulated amortization of $972 and
          $891, respectively                                            11,888               11,969

     Restricted debt service fund                                        1,551                1,551

     Other assets                                                       11,216               11,763
                                                                  ------------         ------------

       Total assets                                               $    237,703         $    222,501
                                                                  ============         ============
</TABLE>


The accompanying notes are an integral part of these statements.

                                       4
<PAGE>   5


                     Bar Technologies Inc. and Subsidiaries
                           Consolidated Balance Sheets
                    As of March 31, 1999 and January 2, 1999
                (In thousands of dollars, except per share data)

<TABLE>
<CAPTION>
                                                                                    March 31, 1999     January 2, 1999
                                                                                    --------------     ---------------
<S>                                                                                 <C>                  <C>         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                      (Unaudited) 
  Current liabilities:
     Accounts payable                                                               $     41,407         $     44,791
     Amounts due to affiliates                                                            42,829               16,401
     Accrued interest                                                                      7,728                4,885
     Other accrued liabilities                                                            18,248               19,687
     Current maturities of long-term debt                                                  3,211                3,805
     Revolving credit facility                                                            77,872               79,000
                                                                                    ------------         ------------
       Total current liabilities                                                         191,295              168,569

  Long-term debt                                                                         128,517              128,962
  Deferred income taxes                                                                    5,011                5,001
  Amounts due to affiliates, long-term                                                       531                  531
  Other long-term liabilities                                                              5,492                5,377
                                                                                    ------------         ------------
       Total liabilities                                                                 330,846              308,440

  Redeemable stock:
     Series A preferred stock $0.001 par value
          Authorized 5,000 shares
          Issued and outstanding, 1,100 shares                                             5,500                5,500

Commitments and contingencies

   Stockholders' equity (deficit):
     Series B preferred stock $0.001 par value
          Authorized, issued and outstanding, 1 share                                       --                   --
     Class A common stock, $0.001 par value
          Authorized, 1,000,000 shares
          Issued and outstanding, 204,458 shares                                            --                   --
     Class B common stock, $0.001 par value
          Authorized, 600,000 shares
          Issued and outstanding, 536,829 shares                                               1                    1
     Class C common stock, non-voting, $0.001 par value, 
           Authorized, 600,000 shares 
           Issued and outstanding, 536,865 shares                                              1                    1
     Additional paid-in capital                                                           63,055               63,055
     Warrants outstanding                                                                  5,119                5,119
     Accumulated deficit                                                                (165,782)            (158,424)
     Accumulated other comprehensive loss                                                 (1,037)              (1,191)
                                                                                    ------------         ------------
  Total stockholders' equity (deficit)                                                   (98,643)             (91,439)
                                                                                    ------------         ------------

Total liabilities and stockholders' equity (deficit)                                $    237,703         $    222,501
                                                                                    ============         ============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       5

<PAGE>   6



                     Bar Technologies Inc. and Subsidiaries
            Consolidated Statements of Stockholders' Equity (Deficit)
                  For the Year Ended January 2, 1999 and
               Three Months Ended March 31, 1999 (Unaudited)
                           (In thousands of dollars)
                                   


<TABLE>
<CAPTION>
                                                                                                                            
                                                                                            Additional                      
                                     Class A          Class B             Class C            Paid-in          Warrants      
                                  Common Stock      Common Stock       Common Stock          Capital        Outstanding     
                                ---------------    ---------------    ---------------    ---------------   ---------------  
<S>                             <C>                <C>                <C>                <C>               <C>              
Balance, January 3, 1998        $             -    $             1    $             1    $        63,055   $         5,119  
  Net loss                                                                                                                  
  Preferred stock dividend                 
  Other comprehensive
    income - foreign currency
     translation adjustments                                                                                                
                                ---------------    ---------------    ---------------    ---------------   ---------------  
Balance, January 2, 1999                      -                  1                  1             63,055             5,119  
  Net loss                                                                                                                  
  Preferred stock dividend                                                                                                  
  Other comprehensive
    income - foreign currency
     translation adjustments                                                                                                
                                ---------------    ---------------    ---------------    ---------------   ---------------  
Balance, March 31, 1999         $             -    $             1    $             1    $        63,055   $         5,119  
                                ===============    ===============    ===============    ===============   ===============  
</TABLE>
<TABLE>
<CAPTION>
                                                    Accumulated
                                                       Other                                  Total
                                  Accumulated      Comprehensive       Comprehensive      Stockholders'
                                   Deficit         Income (Loss)       Income (Loss)     Equity (Deficit)
                                ---------------    ---------------    ---------------    ---------------
<S>                             <C>                <C>                <C>                <C>      
Balance, January 3, 1998        $      (116,061)   $          (494)                      $       (48,379)
  Net loss                              (41,978)                       $      (41,978)           (41,978)
  Preferred stock dividend                 (385)                                                    (385)
  Other comprehensive
    income - foreign currency
     translation adjustments                                  (697)              (697)              (697)
                                ---------------    ---------------    ---------------    ---------------
Balance, January 2, 1999               (158,424)            (1,191)   $       (42,675)           (91,439)
                                                                      ===============
  Net loss                               (7,262)                               (7,262)            (7,262)
  Preferred stock dividend                  (96)                                                     (96)
  Other comprehensive
    income - foreign currency
     translation adjustments                                   154                154                154
                                ---------------    ---------------    ---------------    ---------------
Balance, March 31, 1999         $      (165,782)   $        (1,037)   $        (7,108)   $       (98,643)
                                ===============    ===============    ===============    ===============
</TABLE>



The accompanying notes are an integral part of these statements.

                                       6


<PAGE>   7


                     Bar Technologies Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
       For the Three Month Periods Ended March 31, 1999 and April 4, 1998
                           (In thousands of dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Three Months       Three Months
                                                                               Ended              Ended
                                                                              March 31,          April 4,
                                                                                1999               1998
                                                                            ------------       ------------
<S>                                                                         <C>                <C>          
Cash flows from operating activities
     Net loss                                                               $     (7,262)      $     (9,930)
     Adjustments to reconcile net cash provided by 
        (used in) operating activities:
        Depreciation and amortization                                              1,247              1,427
        Amortization of original issue discount                                      348                325
        Amortization of deferred financing cost                                      671                529
        Increase in accounts receivable                                           (1,845)           (11,977)
        Increase in inventory                                                     (8,373)            (3,702)
        Increase in other current assets                                            (866)              (185)
        Decrease in accounts payable                                              (3,067)            (1,653)
        Increase in due to affiliates, net                                        22,808                218
        Increase in other current liabilities                                        571                551
        Other                                                                        (40)                (9)
                                                                            ------------       ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                4,192            (24,406)
                                                                            ------------       ------------

Cash flows from investing activities
         Capital expenditures                                                     (2,254)            (3,295)
                                                                            ------------       ------------
NET CASH USED BY INVESTING ACTIVITIES                                             (2,254)            (3,295)
                                                                            ------------       ------------

Cash flows from financing activities
          Net receipts (payments) under revolving credit agreement                (1,128)            28,350
          Repayments of debt                                                      (1,387)              (414)
          Preferred stock dividends                                                  (96)               (96)
                                                                            ------------       ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                         (2,611)            27,840
                                                                            ------------       ------------

Effect of exchange rate changes on cash                                              (33)                30


NET DECREASE IN CASH AND CASH EQUIVALENTS                                           (706)               169

Cash and cash equivalents-beginning of  period                                     2,188              3,391
                                                                            ------------       ------------

Cash and cash equivalents-end of period                                     $      1,482       $      3,560
                                                                            ============       ============

SUPPLEMENTAL CASH FLOW INFORMATION:

  Cash paid for interest                                                    $      2,601       $      7,790
                                                                            ============       ============

  Cash paid for income taxes, net                                           $         17       $       --
                                                                            ============       ============
</TABLE>


The accompanying notes are an integral part of these statements.

                                       7


<PAGE>   8

                     BAR TECHNOLOGIES INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
               (In thousands of dollars, except share information)


1.    NATURE OF OPERATIONS AND CONCENTRATION OF RISK

Bar Technologies Inc. a Delaware corporation ("Bar Tech" or, the "Company"),
produces and markets special bar quality ("SBQ") steel bar products. SBQ steel
bar products are high quality hot rolled and cold finished carbon and alloy
steel bars used primarily in critical applications in the automotive and
industrial equipment industries.

The Company's principal owners, Blackstone Capital Partners II Merchant Banking
Fund L. P. and its affiliates ("Blackstone") and Veritas Capital Management,
L.L.C. ("Veritas"), serving as general partners for limited partnerships,
acquired Republic Engineered Steels, Inc. ("Republic") in September 1998.
Blackstone and Veritas intend to combine the Company and Republic (the
"Combination") during 1999, subject to refinancing a significant portion of the
combined companies' debt.

Subsequent to the acquisition of Republic, the Company and Republic share common
management and have begun to perform certain sales, marketing and administrative
functions on a combined basis. This includes marketing both companies' steel
products jointly under the combined brand name "Republic Technologies
International" using a single sales force. The costs of joint functions have
been borne ratably by the Company and Republic based upon relative sales volumes
achieved. The Company also participates in an inventory purchasing arrangement
with Republic. Under the terms of this arrangement, Republic purchases materials
on behalf of both companies and bills the Company for its respective purchases,
plus an administrative fee.

As of January 4, 1999, Republic Technologies International Marketing, LLC
("Marketing JV") was formed to formalize prior efforts of the Company and
Republic to jointly market, advertise, promote and sell both companies' steel
products to each company's existing and potential customers. The Marketing JV is
owned by the Company and Republic in equal proportions and will fill purchase
orders for steel products by purchasing such steel products from the Company
and/or Republic, as appropriate for a particular order, and allocating such
purchase orders to the Company or Republic and receiving a sales commission
designed to cover the marketing JV's operating expenses. The Company and
Republic are reimbursed for expenses they incur on behalf of the Marketing JV,
including compensation costs of employees of the Company and Republic who
perform sales and marketing functions for the Marketing JV.

Since its formation, the Company has incurred substantial losses as a result of
the ongoing start-up activities of its facilities and its general and
administrative expenses. Any substantial delay in achieving or a failure to
bring the facilities up to commercial volumes and productivity levels, or to
sell its products in its target markets could have a material adverse effect on
the Company's financial condition and results of operations. Also, in the event
of a substantial delay in integrating the operations of the Company and Republic
including implementation of the Combination, or the occurrence of any
substantial unanticipated costs related thereto, could have a material adverse
effect on the Company's financial condition and results of operations. In the
event of the above, the Company may need to borrow additional funds under its
Revolving Credit Agreement or, to the extent that the funds are not available
thereunder, to obtain additional financing to meet its cash flow requirements.
The Company is highly leveraged. Restrictive covenants included in the indenture
and other debt obligations may have the effect of limiting the Company's ability
to incur additional indebtedness, sell assets, or acquire other entities and may
otherwise limit the operational and financial flexibility of the Company.

The Company and Republic presently perform certain functions on a combined basis
and intend to further integrate operations in 1999 through the Marketing JV. As
a consequence, management believes that capital resources and liquidity of the
Company and Republic can and will be managed on a combined basis prior to
consummation of the Combination. Management has prepared fiscal 1999 financial
and operational plans on a combined basis for the Company and Republic. Based on
these plans, even if the Combination is not consummated during 1999, management
believes that the aggregate of cash flows from combined operations, available
funds under existing credit agreements and funds expected to be available to
refinance certain acquisition-related debt of Republic, will be sufficient in
1999 to enable both the Company and Republic to meet their debt service
requirements when due 

                                       8

<PAGE>   9

and to fund their capital expenditures, working capital and general corporate
requirements, although there can be no assurances with respect thereto.

The Company operates in two reportable segments: hot-rolled and cold-finished.
The Company manages the reportable segments as separate strategic business
units. Differences between the segments include manufacturing techniques and
equipment, competition, and end-users.

2.    BASIS OF PRESENTATION

The consolidated financial statements and other financial information included
herein have been prepared by Bar Technologies Inc. ("Bar Tech") and are
unaudited. Certain information and footnote disclosures normally prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. Although management believes that all adjustments, including normal
recurring adjustments, necessary for a fair presentation have been made, interim
periods are not necessarily indicative of the results of operations for a full
year. As such, these financial statements should be read in conjunction with the
audited financial statements and notes thereto for the fiscal year ended January
2, 1999, included in the Company's Form 10-K, filed with the Securities and
Exchange Commission.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

The consolidated financial statements include the accounts of Bar Technologies
Inc. and its wholly owned subsidiary, Bliss & Laughlin Industries Inc. ("BLI").
All significant intercompany accounts and transactions have been eliminated.

3.    FISCAL YEAR CHANGE

Effective with its reporting for fiscal 1999, the Company changed its fiscal
year from a 4/4/5 week fiscal quarter basis ending the Saturday closest to
December 31 to a calendar quarter basis with the fiscal year ending on December
31. Accordingly, under the new fiscal year calendar, the Company's quarters will
each be comprised of three calendar months ending March 31, June 30, September
30 and December 31. Previously, each of the Company's quarters were comprised of
thirteen weeks.

4.     NET LOSS PER SHARE

Basic earnings per share are computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for the
period. Diluted earnings per share reflect the potential dilution that could
occur if common stock equivalents (i.e., warrants and stock options) were
exercised and then shared in the earnings of the Company. For the three month
periods ended March 31, 1999 and April 4, 1998, the reported basic and diluted
earnings per share were the same; however, securities totaling 91,609 and
137,416, respectively, were excluded from the diluted earnings per share
calculations due to their antidilutive effect. The weighted average number of
common shares used in the calculation of net loss per common share was 1,278,152
for both three month periods ended March 31, 1999 and April 4, 1998.



                                       9
<PAGE>   10

5.    INVENTORIES

The components of inventory were as follows:

<TABLE>
<CAPTION>
                                                                               (in thousands)
                                                              March 31, 1999                    January 2, 1999
                                                         -------------------------          -------------------------
<S>                                                      <C>                                <C>
Raw materials                                            $            15,430                $            13,965
Work-in-process                                                       19,931                             21,812
Finished goods                                                        47,805                             38,391
                                                         -------------------------          -------------------------
Total                                                    $            83,166                $            74,168
                                                         =========================          =========================
</TABLE>


6.    OTHER ASSETS

Other assets consisted of the following:

<TABLE>
<CAPTION>
                                                                               (in thousands)
                                                              March 31, 1999                    January 2, 1999
                                                         -------------------------          -------------------------
<S>                                                      <C>                                <C>
Deferred financing costs, net of accumulated
  amortization of $7,841 and $7,170                      $               5,886              $             6,557
Deferred income taxes                                                    1,214                            1,214
Other                                                                    4,116                            3,992
                                                         -------------------------          -------------------------
Total                                                    $              11,216              $            11,763
                                                         =========================          =========================
</TABLE>


7.    DEBT

Interest on the Company's Senior Notes is at 13-1/2% per annum and is payable
semi-annually on each April 1 and October 1, to the holders of record of Senior
Notes at the close of business on March 15 and September 15 immediately
preceding such interest payment date.

The Senior Notes are callable at the following redemption prices:

<TABLE>
<CAPTION>
                     Month/Year                                  Percentage
                     ----------                                  ----------
<S>                                                              <C>
                     April 1999                                   106.750%
                     April 2000                                   103.375%
</TABLE>

The Senior Notes are fully and unconditionally guaranteed (the "Guarantee") on a
senior basis, jointly and severally, by the Company's wholly-owned subsidiary,
BLI and its wholly-owned subsidiary, CDSC. The subsidiary guarantors comprise
all of the direct and indirect subsidiaries of the Company.

The following is the condensed information of the subsidiary guarantors on a
combined basis. The separate financial statements and other disclosures
concerning the subsidiary guarantors are not presented because management does
not believe they would be material to investors. The following information is as
of and for the periods described below:

<TABLE>
<CAPTION>
                                                                (in thousands)
AT THE PERIOD ENDED:                               March 31, 1999             January 2, 1999
                                               -----------------------      --------------------
<S>                                            <C>                          <C>               
Current assets                                 $            48,716          $           48,465
Noncurrent assets                                           37,497                      37,745
Current liabilities                                         33,423                      33,152
Noncurrent liabilities                                      14,103                      13,979
</TABLE>

                                       10
<PAGE>   11


<TABLE>
<CAPTION>
                                                 Three Months Ended         Three Months Ended
                                                     March 31,                    April 4, 
FOR THE THREE MONTH PERIOD ENDED:                       1999                       1998
                                               -----------------------      --------------------
<S>                                            <C>                          <C>              
Net sales                                      $           32,981           $          47,724
Gross profit                                                2,191                       5,445
Operating income (loss)                                       (38)                      2,219
Net income (loss)                                            (547)                      1,605
</TABLE>

The Company has a revolving credit agreement (the "Revolving Credit Agreement")
with a group of banks with The Chase Manhattan Bank as agent. The Revolving
Credit Agreement provides the Company with an aggregate principal amount of up
to $90.0 million, of which $5.4 million is in the form of letters of credit.
The Revolving Credit Agreement matures April 2, 2000 and is secured by certain
assets and stock of the Company.

The Revolving Credit Agreement was subsequently amended (the "Amended
Agreement"). The Amended Agreement provided for the addition of a new revolving
Sub-Facility ("Sub-Facility") and amended certain portions of the original
Revolving Credit Agreement. The Sub-Facility component of the Amended Agreement
provides the Company with up to $15.0 million of additional borrowing capacity
based on a higher receivable and inventory advance rate than in the Revolving
Credit Agreement. The Sub-Facility component of the Amended Agreement expires
on September 1, 1999. The maturity date of the Amended Agreement remains April
2, 2000.

Borrowings under the Amended Agreement bear interest at a rate per annum equal
to, at the Company's option, either a prime rate plus 2.0% or adjusted LIBOR
plus 3.0%, subject to upward adjustment in certain circumstances. Sub-Facility
borrowings bear interest at a rate per annum equal to, at the Company's option,
either a prime rate plus 3.5% or LIBOR plus 4.5%. Borrowings outstanding under
the Amended Agreement including the Sub-Facility were $77.9 million at March
31, 1999 and $79.0 million at January 2, 1999, respectively. Amounts available
under the Amended Agreement and Sub-Facility at March 31, 1999 based on the
applicable borrowing base under its Amended Agreement were $0.2 million.
Weighted-average interest rates on borrowings under the Amended Agreement and
the Sub-Facility were 8.55% and 11.25%, respectively at March 31, 1999 and
8.79% and 11.50%, respectively, at January 2, 1999.

The Amended Agreement contains a number of covenants that, among other things,
requires the Company to maintain a minimum consolidated interest coverage
ratio. As of March 31, 1999, the Company did not comply with the consolidated
interest coverage ratio covenant. The Company has received a waiver from its 
lenders for this noncompliance.

8.   SEGMENT INFORMATION

The Company operates in two reportable segments: hot-rolled and cold-finished.
The Company manages the reportable segments as separate strategic business
units. Differences between the segments include manufacturing techniques and
equipment, competition, and end-users. The Company measures segment performance
based on earnings before interest, taxes, depreciation and amortization
("EBITDA").

Hot-rolled accounts for intersegment sales at current market prices as if the
transaction had taken place with a third party.

<TABLE>
<CAPTION>
                                                         For the Three Months  Ended March 31, 1999
                                                                        (in thousands)
                                   ---------------------------------------------------------------------------------------
                                                                                             Inter
                                                          Cold-             Total           Segment
                                     Hot-Rolled          Finished         Segments        Eliminations       Consolidated
                                   ------------       ------------      ------------      ------------       ------------
<S>                                <C>                <C>               <C>               <C>                <C>         
Net sales                          $     35,828       $     32,981      $     68,809      $     (9,032)      $     59,777
Depreciation and amortization               689                558             1,247             --                 1,247
Segment profit (EBITDA)                    (316)               439               123             --                   123
Segment assets                          165,716             86,213           251,929           (14,226)           237,703
Capital expenditures                      2,075                179             2,254             --                 2,254
</TABLE>
<TABLE>
<CAPTION>
                                                         For the Three Months Ended April 4, 1998
                                                                        (in thousands)
                                   ---------------------------------------------------------------------------------------
                                                                                              Inter
                                                          Cold-             Total            Segment
                                      Hot-Rolled         Finished         Segments         Eliminations       Consolidated
                                   ------------       ------------      ------------      ------------       ------------
<S>                                <C>                <C>               <C>               <C>                <C>         
Net sales                          $     48,318       $     47,724      $     96,042       $    (14,399)      $     81,643
Depreciation and amortization               786                641             1,427              --                 1,427
Segment profit (EBITDA)                  (5,026)             2,861            (2,165)             --                (2,165)
Segment assets                          152,714             97,949           250,663            (27,496)           223,167
Capital expenditures                      2,831                464             3,295              --                 3,295
</TABLE>


9.    RELATED PARTY TRANSACTIONS

Affiliates of Blackstone and Veritas provide certain management and financial
monitoring services to the Company pursuant to an agreement between the
respective parties for which the Company pays an annual advisory fee of $0.9
million plus reimbursement of certain out-of-pocket expenses.

At January 1, 1999, certain salaried employees of the Company became employees
of Republic. Under the terms of an employee leasing and overhead allocation
agreement, the Company and Republic share the costs of common 



                                       11
<PAGE>   12

expenses including, but not limited to sales and marketing services,
administrative services, plant overhead and costs for certain common facilities.
The Company's allocation of these net costs, which was based on approximate
share of combined trade volumes, was $1.7 million for the three month period
ended March 31, 1999 and is included in selling, general and administrative
expense.

The Company participates in an inventory purchasing arrangement with Republic.
Under the terms of this arrangement, Republic purchases materials on behalf of
both companies and bills the Company for its respective purchases plus an
administrative fee. During the three month period ended March 31, 1999, the
Company purchased approximately $24.4 million of materials from Republic. A
similar arrangement is in place with regard to insurance. Republic purchased
insurance coverage for the combined company for which the costs are borne
ratably by the Company and Republic based on their respective share of coverage.
The Company purchased $1.8 million of billet and bar products at market prices
from Republic during the three month period ended March 31, 1999.


As of January 4, 1999, Republic Technologies International Marketing, LLC
("Marketing JV") was formed to formalize prior efforts of the Company and
Republic to jointly market, advertise, promote and sell both companies' steel
products to each company's existing and potential customers. The Marketing JV is
owned by the Company and Republic in equal proportions and fills purchase orders
for steel products by purchasing such steel products from the Company and/or
Republic, as appropriate for a particular order. The Marketing JV allocates such
purchase orders to the Company or Republic and receives a sales commission
designed to cover the marketing JV's operating expenses. The Company and
Republic are reimbursed for expenses they incur on behalf of the Marketing JV,
including compensation costs of employees of the Company and Republic who
perform sales and marketing functions for the Marketing JV.

The following information is the result of the Company's transactions with its
affiliates as described above. The following information is as of and for the
periods described below:

<TABLE>
<CAPTION>

                                                                       (in thousands)
As of:                                                    March 31, 1999       January 2, 1999
                                                          ---------------      ---------------
<S>                                                       <C>                  <C>            
Amounts due from affiliates:
  Republic Engineered Steels, Inc.                        $         1,524      $         1,935
  Republic Technologies International Marketing, LLC                4,031                --
                                                          ---------------      ---------------
                                                          $         5,555      $         1,935
                                                          ===============      ===============
Amounts due to affiliates:
  Republic Engineered Steels, Inc.                        $        41,689      $        15,526
  Blackstone Capital Partners II                                    1,094                  875
  Republic Technologies International Marketing, LLC                   46                --
                                                          ---------------      ---------------
                                                          $        42,829      $        16,401
                                                          ===============      ===============
Amounts due to affiliates, long-term:
  Republic Engineered Steels, Inc.                        $           531      $           531
                                                          ---------------      ---------------
                                                          $           531      $           531
                                                          ===============      ===============

FOR THE THREE MONTH PERIOD ENDED:                         March 31, 1999        April 4, 1998
                                                          ---------------      ---------------
Net sales to affiliates:
  Republic Engineered Steels, Inc.                        $         8,713      $         --
  Republic Technologies International Marketing, LLC                4,147                --
                                                          ---------------      ---------------
                                                          $        12,860      $         --
                                                          ===============      ===============
</TABLE>


10.   SUBSEQUENT EVENT

In April 1999, the Company's principal owners, Blackstone and Veritas entered
into a letter of intent with U.S. Steel Group of USX Corporation ("USX") and
Kobe Steel, Ltd. ("Kobe") concerning the combination of USS/Kobe Steel Company's
steelmaking and bar producing assets with those of the Company and Republic. USX
and Kobe would jointly own 30% of the combined operations. The combination is
subject to numerous conditions including approval by the board of directors of
USX and Kobe, negotiation and execution of definitive agreements, receipt of



                                       12
<PAGE>   13

necessary government approvals, including antitrust, negotiation of a new labor
agreement with the United Steel Workers of America and the refinancing of a
significant portion of the combined companies' debt.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
------------------------------------------------------------------------------- 
        OF OPERATIONS
        -------------

OVERVIEW
See Note 1 to the Consolidated Financial Statements for a description of the
Company's operations and a discussion of its relationship with Republic and the
Marketing JV.

In April 1999, Blackstone and Veritas entered into a letter of intent with U.S.
Steel Group of USX Corporation ("USX") and Kobe Steel, Ltd. ("Kobe") concerning
the combination of USS/Kobe Steel Company's steelmaking and bar producing assets
("USS/Kobe") with those of the Company and Republic. Blackstone and Veritas
intend to combine the steelmaking and bar producing assets of BarTech, Republic
and USS/Kobe during 1999, subject to refinancing a significant portion of the
combined companies' debt.

The Company's strategy is to expand its role as a critical supplier to
automotive and original equipment manufacturers and their first tier suppliers.
To successfully penetrate these markets, producers must meet pre-qualification
requirements for certain potential customers. Certain customers in the higher
quality bar segments require their suppliers to be certified to third party
quality systems such as QS-9000 and ISO 9000 before commencing new supplier
trials. The Company obtained QS-9000 certification for its Lackawanna hot rolled
steelmaking operations in August 1998 and is in the process of obtaining such
certification for its Johnstown hot rolled facility with completion scheduled
for third quarter 1999. The Company's Hamilton, Ontario and Harvey, Illinois
cold finishing plants also received QS-9000 certification in 1998. Certification
of the Company's facility in Cartersville, Georgia has begun with expected
completion in the first quarter 2000. As a result of these qualifications, the
Company has accelerated the shift of its product mix from lower to higher
margins and product grades.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 COMPARED WITH THREE MONTHS ENDED APRIL 4, 1998
Net sales for the three months ended March 31, 1999 totaled $59.8 million on
shipments of approximately 120,000 net tons compared with net sales of $81.6
million for the three months ended April 4, 1998 on shipments of approximately
161,000 tons. Net sales for the three months ended March 31, 1999 were comprised
of $26.8 million for hot-rolled and $33.0 million for cold-finished, compared
with hot-rolled net sales of $33.9 million and cold-finished net sales of $47.7
million for the three months ended April 4, 1998. The $21.8 million decrease in
net sales is primarily the result of a 25.3% decrease in shipping volumes
reflecting the general weakening in demand within the domestic steel industry.
Additionally, there was a 2.5% decrease in average selling prices per ton on
cold-finished products as a reaction to competition and as a result of product
mix.

Cost of sales totaled $56.8 million, or 95.0% of net sales, for the three months
ended March 31, 1999 compared with cost of sales of $78.8 million, or 96.6% of
net sales, for the similar period ended April 4, 1998. Cost of sales for the
three months ended March 31, 1999 consisted of $26.0 million on hot-rolled
products and $30.8 million on cold-finished products compared with $36.5 million
on hot-rolled products and $42.3 million on cold-finished products for the three
months ended April 4, 1998. The improvement in cost of sales as a percentage of
sales was primarily generated by a decrease in material and manufacturing costs
on a cost per ton basis for the Company's hot-rolled products.

Selling, general and administrative expenses were $2.9 million, or 4.8% of net
sales, for the three months ended March 31, 1999 compared with $5.1 million, or
6.3% of net sales, for the three months ended April 4, 1998. The decrease in
selling, general and administrative expenses is attributable to a credit for
real estate taxes related to the Company's Lackawanna facility and certain cost
sharing arrangements effective the fourth quarter of fiscal 1998 between the
Company and Republic. Under the terms of an employee leasing and overhead
allocation agreement, the Company and Republic share the costs of common
expenses of the combined company including, but not limited to sales and
marketing services, administrative services, plant overhead and costs for
certain common facilities. These costs are allocated according to each company's
approximate share of combined trade volumes. Also a contributing factor to the
decrease in selling, general and administrative expense as a percentage of net
sales are the results of the consolidation plan between the Company and Republic
initiating 



                                       13
<PAGE>   14
certain cost reductions prior to the planned Combination. Cost reductions
realized in the three months ended March 31, 1999 included head count
reductions in the selling, general and administrative areas.

Interest expense, net was $6.0 million for the three months ended March 31,
1999 compared with $6.2 million for the similar period ended April 4, 1998.
The slight decrease in interest expense, net was attributable to a decrease
in the average amount outstanding under the revolving credit agreement
while average debt levels on amounts borrowed under long-term arrangements
remained relatively constant during the comparable periods.

The provision for income taxes for the three month periods ended March 31, 1999
and April 4, 1998 consisted of currently payable income taxes, primarily foreign
income taxes owed by CDSC. As a result, the Company reported a net loss of $7.3
million for the three months ended March 31, 1999 compared with a net loss of
$9.9 million for the three months ended April 4, 1998.

LIQUIDITY AND CAPITAL RESOURCES
Prior to the acquisition of Republic by Blackstone and Veritas, the Company's
liquidity and capital resources were managed on a stand-alone basis. The
resources available to the Company on a stand-alone basis are described below.
Subsequently, the Company's relationship with Republic has provided additional
capital resources and sources of liquidity through the combined management of
the two companies, as more fully described below.

The Company's primary capital resources have consisted of long-term debt and
borrowings under a revolving credit agreement. The long-term debt financing
arrangements consist principally of Senior Secured Notes and economic
development financing. The Company has obtained deferrals of principal and
interest payments on certain economic development financing through fiscal 1999.

The Company has a revolving credit agreement that provides for an aggregate
principal amount of up to $90.0 million, including letters of credit, through
April 2, 2000. A sub-facility component of the revolving credit agreement
provides the Company with up to $15.0 million of additional borrowing capacity
through September 1, 1999 based on a higher receivable and inventory advance
rate. Amounts available under the revolving credit agreement and sub-facility
vary based upon the Company's borrowing base, as defined under the agreements.
As of March 31, 1999, amounts available for additional borrowings under the
revolving credit agreement and sub-facility were $0.2 million. Amounts
outstanding under the Company's revolving credit agreement, including amounts
outstanding under its sub-facility, were $77.9 million and $79.0 million at
March 31, 1999 and January 2, 1999, respectively. As of March 31, 1999, the
Company did not comply with the consolidated interest ratio coverage covenant
for its revolving credit agreement. The Company has received a waiver from its 
lenders for this noncompliance.

Weighted average interest rates on borrowings under the revolving credit
agreement were 8.55% and 8.79% at March 31, 1999 and January 2, 1999,
respectively. Weighted average interest rates on amounts outstanding under the
Company's sub-facility were 11.25% and 11.5% at March 31, 1999 and January 2,
1999, respectively.

Capital expenditures were $2.3 million in the three months ended March 31, 1999
compared with $3.3 million in the similar period of the prior year. Capital
expenditures are funded by cash provided by operations and borrowings under the
Company's revolving credit agreement. Expenditures for the three months ended
March 31, 1999 were for capital improvement projects directed at expanding the
Company's product offering.

There are no restrictions on the ability of BLI to transfer funds to the
Company.

Pending the completion of the Combination of the Company and Republic, the
companies are combining their sales efforts and commencing marketing their
respective steel products jointly under the combined brand name "Republic
Technologies International". As of January 4, 1999, Republic Technologies
International Marketing, LLC ("Marketing JV") was formed to formalize prior
efforts of the Company and Republic to jointly market, advertise, promote
and sell both companies' steel products to each company's existing and
potential customers. The Marketing JV is owned by the Company and Republic
in equal proportions and fills purchase orders for steel products by
purchasing such steel products from the Company and/or Republic, as
appropriate for a particular order. The Marketing JV allocates such
purchase orders to the Company or Republic and receives a sales commission
designed to cover the Marketing JV's operating expenses. The Company and
Republic are reimbursed for expenses they incur 



                                       14
<PAGE>   15

on behalf of the Marketing JV, including compensation costs of employees of the
Company and Republic who perform sales and marketing functions for the Marketing
JV.

The Company participates in an inventory purchasing arrangement with
Republic. Under the terms of this arrangement, Republic purchases materials
on behalf of the combined company and bills the Company for their
respective share plus an administrative fee. A similar arrangement is in
place with regards to insurance. Republic purchases insurance coverage for
the combined companies for which the costs are borne ratably by the Company
and Republic based on their respective share.

At January 1, 1999, certain salaried employees of the Company became employees
of Republic. Under the terms of an employee leasing and overhead allocation
agreement, the Company and Republic share the costs of common expenses
including, but not limited to sales and marketing services, administrative
services, plant overhead and costs for certain common facilities. The Company's
allocation of these net costs are based on approximate share of combined trade
volumes.

Since its formation, the Company has incurred substantial losses as a result of
the ongoing start-up activities of its facilities and its general and
administrative expenses. Any substantial delay in achieving or a failure to
bring the facilities up to commercial volumes and productivity levels, or to
sell its products in its target markets could have a material adverse effect on
the Company's financial condition and results of operations. Also, in the event
of a substantial delay in integrating the operations of the Company and Republic
including implementation of the Combination, or the occurrence of any
substantial unanticipated costs related thereto, could have a material adverse
effect on the Company's financial condition and results of operations. In the
event of the above, the Company may need to borrow additional funds under its
Revolving Credit Agreement or, to the extent that the funds are not available
thereunder, to obtain additional financing to meet its cash flow requirements.
The Company is highly leveraged. Restrictive covenants included in the indenture
and other debt obligations may have the effect of limiting the Company's ability
to incur additional indebtedness, sell assets, or acquire other entities and may
otherwise limit the operational and financial flexibility of the Company.

The Company and Republic presently perform the above mentioned functions on a
combined basis and intend to further integrate operations in 1999 through the
Marketing JV. As a consequence, management believes that capital resources and
liquidity of the Company and Republic can and will be managed on a combined
basis prior to consummation of the Combination. Management has prepared fiscal
1999 financial and operational plans on a combined basis for the Company and
Republic. Based on these plans, even if the Combination is not consummated
during 1999, management believes that the aggregate of cash flows from combined
operations, available funds under existing credit agreements and funds expected
to be available to refinance certain acquisition-related debt of Republic, will
be sufficient in 1999 to enable both the Company and Republic to meet their debt
service requirements when due and to fund their capital expenditures, working
capital and general corporate requirements, although there can be no assurances
with respect thereto.

Cash provided by operating activities was $4.2 million for the three months
ended March 31, 1999 compared with net cash used by operations of $24.4
million for the similar period ended April 4, 1998. The increase in net
cash provided by operations was primarily attributable to the growth in
amounts due to affiliates and a lower increase in accounts receivable in
the first quarter of 1999 compared to 1998.

In March 1999, the Company announced plans to close BLI's cold-finishing plants
in Medina, Ohio and Batavia, Illinois by July 1999. The planned closures
resulted from the overall strategic plan of the Company and Republic to utilize
both companies' plants in key market areas to best service the combined customer
base. The closure of these plants is not expected to have a material effect on
the Company's future results of operations or cash flows. The Company believes
there will be no material impairments of the carrying values of the related
assets. These plant closures will affect less than ninety employees and the
related severance costs are not material to the Company's consolidated financial
statements.

Dividends paid to holders of the Company's preferred stock were approximately
$96 thousand in both three month periods ended March 31, 1999 and April 4, 1998.




                                       15
<PAGE>   16

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
Year 2000
The Year 2000 issue ("Year 2000") is the result of computer programs being
written using two digits rather than four digits to define the applicable year.
Computer equipment, software and other devices with embedded technology that are
time-sensitive may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in system failures or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to receive orders or manufacture product, ship inventory, process transactions,
send invoices, deposit cash, or engage in other normal business activities. The
inability of business processes to function properly in year 2000 could have
adverse effects on companies and entities throughout the world.

The Company and Republic have developed integrated plans to address issues
related to the impact of Year 2000 in both companies in four major areas:
infrastructure, business applications, plant applications and suppliers.

The infrastructure portion of the program addresses wide and local area
networks, servers, personal computing, telecommunications systems and software,
fax and facility security systems. Each location's equipment has been
inventoried and assessed for Year 2000 problems. Some facilities have completed
the remediation process through replacement or upgrade, and have been tested. As
of March 31, 1999, this portion of the program is approximately 75% complete.
The remaining facilities are scheduled to be completed by September 1999.

The business application portion of the program addresses applications and
system software that run on the larger mainframe and mid-range computers. These
systems are being upgraded and/or replaced with new applications to provide Year
2000 readiness. As of March 31, 1999, approximately 50% of this program area has
been completed, with four facilities converted or upgraded and the remaining
facilities scheduled to be completed by September 1999.

The Company's plant systems include hardware, software and associated embedded
computer technologies that are used to operate the Company's manufacturing
facilities. These systems have been inventoried and adequately assessed. Five
plant sites have completed remediation and testing. The final plant site is
scheduled for remediation and testing in July 1999.

The Company is currently assessing the impact of the Year 2000 issue as it
relates to its suppliers and customers to identify the extent to which the
Company may be vulnerable in the event those parties fail to properly resolve
their own Year 2000 issues. Readiness questionnaires were sent to the Company's
supplier base. Less than 25% of the suppliers surveyed responded.

As part of the Year 2000 readiness plan, the Company is continuing to assess the
risks associated with the potential system failures of its suppliers, banks,
utilities and internal systems. The Company is developing contingency plans for
these failures, which may include, but are not limited to the use of alternative
suppliers and developing alternative manual systems.

The cost of the Year 2000 project is estimated at $1.6 to $2.0 million and is
being funded through operating cash flows. The Company has to date incurred
approximately $1 million of costs and expects to incur the remaining amounts
through year 2000. The cost of replacement hardware and software will be
capitalized as appropriate according to the Company's capital policies and
amortized over the applicable useful lives.

The Company presently believes that it has effective plans in place to
anticipate and resolve the potential Year 2000 issues. In the event, however,
that the Company does not properly and fully anticipate and resolve all Year
2000 issues, there can be no assurance that Year 2000 issues will not materially
impact and adversely effect the Company's results of operations or its
relationships with third parties.

The estimated costs and dates by which the Company believes it will have
completed its objectives are based on management's best estimates, which rely on
numerous assumptions regarding future events, including the availability of
certain key resources, third-party remediation plans, and other factors. These
estimates, however, may prove to be inaccurate, and actual results could differ
materially from those anticipated. Factors that could 



                                       16
<PAGE>   17

result in material differences include, without limitation, the availability and
cost of personnel with the appropriate training and experience, the ability to
accurately identify, assess, remediate and test all relevant computer codes and
embedded technology, and similar uncertainties. In addition, Year 2000 issues
may lead to possible third-party claims, the impact of which cannot be estimated
at this time. No assurances can be given that the aggregate cost of defending
and resolving such claims, if any, would not have a material adverse effect on
the Company.

The Company currently believes that the most reasonably likely worst case
scenario for its operations with respect to the Year 2000 issue would be the
inability to sustain its current level of shipments, inability to bill or
invoice and a decrease in operational efficiency as a result of the increase in
manual processing efforts. This could result in potential lost sales and
profits. The Company is continuing to develop its contingency plans to address
these potential disruptions to its business.

FORWARD LOOKING STATEMENTS
Statements included in this filing with the Securities and Exchange Commission
(including those portions of Management's Discussion and Analysis that refer to
the future) may contain forward-looking statements that are not historical facts
but refer to management's intentions, beliefs, or expectations for the future.
It is important to note that the Company's actual results could differ
materially from those projected in such forward-looking statements. Certain
factors that could cause actual results to differ from those in such
forward-looking statements include, but are not limited to, the following:

     Any substantial delay in the proposed combination of the Company, Republic
     and USS/Kobe or in the event of a combination that the combined company is
     unable to achieve the objectives of rationalizing and modernizing
     production facilities;

     Any substantial unanticipated delays or difficulties in implementing the
     agreement with respect to the Marketing JV or managing the capital
     resources and liquidity of the Company and Republic on a combined basis;

     Any substantial delay in the implementation of the Company's plans or
     substantial unanticipated costs associated with its plans for a successful
     transition into an integrated steelmaking and bar rolling operation;

     The ability of the Company to sell its products in its targeted markets at
     gross margins necessary to produce and maintain positive operating income.
     The Company's success is dependent on its ability to increase sales. The
     Company is in the process of enhancing its sales and customer service
     programs;

     The Company is subject to a variety of competitive factors such as pricing,
     the financial strength of its competitors and the Company's ability to
     establish a favorable position in the steelmaking and bar rolling industry.
     The Company's competitive position could also be adversely affected by any
     consolidation of its competition in the steelmaking industry; and

     The ability of the Company and its major suppliers to remedy its Year 2000
     issues timely and in a cost-effective manner.



                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1.  LEGAL PROCEEDINGS
--------------------------

The Company and its subsidiaries are involved in various legal proceedings
occurring in the ordinary course of business. It is the opinion of management,
after consultation with legal counsel, that these matters will not materially
affect the Company's consolidated financial position, results of operations or
cash flows.


ITEM 2.  CHANGES IN SECURITIES
--------------------------
         None.


                                       17
<PAGE>   18

None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
----------------------------------------

None.


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

None.


ITEM 5.  OTHER INFORMATION
--------------------------

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

         a.) Exhibits

         (10.52)  Agreement between the Company and Republic Engineered Steels,
                  Inc. in connection with the formation of Republic Technologies
                  International Marketing, LLC, dated March 1, 1999 and filed
                  herewith.

         (27)     Financial Data Schedule



         b.) Reports on Form 8-K

             None.



                                       18
<PAGE>   19

                                   SIGNATURES



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




BAR TECHNOLOGIES INC.





Date:  May 14, 1999                     By:  /s/ Thomas N. Tyrrell
                                        --------------------------
                                        Thomas N. Tyrrell
                                        Chief Executive Officer



Date:  May 14, 1999                     By:  /s/ Brenda K. Brown
                                        ------------------------
                                        Brenda K. Brown
                                        Vice President of Finance and Controller


                                       19