<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                     FORM 10-Q/A

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

     For the period ended June 30, 1996

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 
     For the transition period from __________ to __________


                            MUEHLSTEIN HOLDING CORPORATION
                        (formerly HMC Acquisition Corporation)
                (Exact name of Registrant as specified in its charter)

                          Commission file number:  33-99754


            Delaware                                   06-1436941
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

         800 Connecticut Avenue
         Norwalk, Connecticut                06856
(Address of principal executive offices)   (Zip Code)


Registrant's telephone number including Area Code:  (203) 855-6000

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

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     
   -----    -----
The number of shares outstanding of Registrant's Common Stock at June 30, 1996
was 1,999,023.
<PAGE>



                            Muehlstein Holding Corporation
                                           
                                     FORM 10-Q/A
                                           

                                        Index
                                           
Part I.  Financial Information

Item 1.Financial Statements (Unaudited)--Muehlstein Holding Corporation 
("Successor Company")

Consolidated balance sheet--June 30, 1996

Consolidated statement of operations--three and six months ended June 30, 1996

Consolidated statement of shareholders' equity and redeemable common stock--six
months ended June 30, 1996

Consolidated statement of cash flows--for the period February 9, 1996 through 
June 30, 1996

Notes to consolidated financial statements

  Financial Statements (Unaudited)--H. Muehlstein & Co., Inc. 
  ("Predecessor Company")

  Combined balance sheet--December 31, 1995

  Combined statement of operations--three and six months ended June 30, 1995

  Combined statement of cash flows--three months ended June 30, 1995

  Notes to combined financial statements



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



Part II.  Other Information

Item 6. Exhibits and Reports on Form 8-K



Signatures

<PAGE>

                            Part I: Financial Information
                             Item 1: Financial Statements
                            Muehlstein Holding Corporation
                              Consolidated Balance Sheet
                                  Successor Company
                                     (Unaudited)

                                    June 30, 1996

              (In thousands except per share data and number of shares)

<TABLE>
<S>                                                                   <C>      
Assets
Current assets: 
  Cash                                                                $  7,248 
  Accounts receivable, net of allowance for doubtful accounts 3,137    133,990 
  Other receivables, principally value added taxes                      25,469 
  Inventories, net                                                      39,234 
  Prepaid expenses and other assets                                      2,106 
  Deferred income taxes                                                    495 
                                                                      ---------
Total current assets                                                   208,542

Property, plant and equipment, net of accumulated depreciation           7,452
Deferred financing costs, net of accumulated amortization                4,388
Goodwill, net of accumulated amortization                                4,967
Other Long Term Assets                                                     398
                                                                      ---------
Total Assets                                                          $225,747

Liabilites and Shareholders' Equity
Accounts payable                                                      $ 81,260
Notes payable, including current portion of long term debt              68,727
Accrued liabilites                                                       9,081
Income taxes payable                                                     2,196
Other taxes payable, principally value added taxes                      19,335
                                                                      ---------
Total current liabilites                                               180,599

Notes payable - long term                                                6,676
Other long term liabilites                                               3,579
Common stock, par value $.01 per share - authorized shares                  20
2,000,000; issued and outstanding 1,999,023 shares in 1996
Preferred stock, par value $.01 per share - authorized shares               10
1,000,000 issued and outstanding 1,000,000 in 1996
Additional paid in capital                                              29,158
Retained earnings                                                        5,756
Cumulative translation adjustment                                          (51)
                                                                      ---------
Total liabilities and shareholders' equity                            $225,747
                                                                      =========
</TABLE>

<PAGE>

                            Muehlstein Holding Corporation
                         Consolidated Statement of Operations
                                  Successor Company
                                     (Unaudited)

              (In thousands, except per share data and number of shares)
<TABLE>
<CAPTION>

<S>                                      <C>                  <C>
                                         Three Months ended   Six Months ended
                                            June 30, 1996       June 30,1996
                                         ------------------   ----------------
Revenues:
  Sales and Commissions                        $166,301           $336,505
                                        -------------------   ----------------
Total revenues                                  166,301            336,505 
Cost of sales                                   141,355            287,566
                                        -------------------   ----------------
                                                 24,946             48,939
Selling, general and administrative              17,916             37,615                             
expenses
Income from operations                            7,030             11,324
Other expense (predominantly interest
expense)                                          1,003              2,230
                                        -------------------   ----------------
Income before income taxes                        6,027              9,094
Provision for income taxes                        2,728              4,865
                                        -------------------   ----------------
                                                  3,299              4,229
Losses applicable to pre-acquisition                  -             (1,527)                        
period                                  -------------------   ----------------
Net income                                        3,299              5,756
Preferred stock dividend                            300                467
                                        -------------------   ----------------
Net income applicable to common                $  2,999            $ 5,289    
shareholders                            ===================   ================
Net income per share applicable to             $   1.50            $  3.43                               
common shareholders                     ===================   ================
Weighted average number of shares             1,999,023          1,543,527    
outstanding                             ===================   ================

</TABLE>
See notes to consolidated financial statements.


<PAGE>


                            Muehlstein Holding Corporation
      Consolidated Statement of Shareholders' Equity and Redeemable Common Stock
                                  Successor Company
                                     (Unaudited)

                            Six months ended June 30, 1996
                                    (In thousands)

<TABLE>
<CAPTION>
                                  Common    Stock    Preferred Stock   Additional              Cumulative
                                  -----------------------------------  Paid-in      Retained   Translation
                                  Shares    Amount   Stock     Amount  Capital      Earnings   Adjustment
                                  ------------------------------------------------------------------------
<S>                               <C>       <C>      <C>       <C>     <C>          <C>        <C>        

Issuance of Common
 Stock, net of offering
 costs                            1,999      $20                        $19,168                           
Issuance of Preferred Stock                          1,000     $10        9,990                           
Net income                                                                          $5,756                
Net change in
cumulative translation adjustment                                                                $(51)    
                                  ------------------------------------------------------------------------
Balance as of June 30, 1996       1,999      $20     1,000     $10      $29,158     $5,756       $(51)    
                                  ========================================================================
</TABLE>

See notes to consolidated financial statements.


<PAGE>

                            Muehlstein Holding Corporation
                         Consolidated Statement of Cash Flows
                                  Successor Company
                                     (Unaudited)

                For the period February 9, 1996 through June 30, 1996

                                    (In thousands)

<TABLE>
<S>                                                                   <C>      
Cash flows from operating activities
Net income                                                            $  5,756 
Adjustments to reconcile net income to net cash provided by
(used in) operating activites:

 Depreciation                                                              377
 Amortization of goodwill and deferred financing costs                     594
 Provision for deferred income taxes                                       487
 Changes in operating assets and liabilities:
    Accounts receivable                                                (27,203)
    Other receivables                                                     (161)
    Inventories                                                         (2,521)
    Prepaid expenses and other assets                                     (169)
    Accounts payable                                                    15,783
    Taxes payable                                                        5,515
    Other liabilities                                                    2,472
                                                                      ---------
Net cash provided by operating activities                                  930

Cash flows from investing activities
Payments for acquired business                                        ( 98,925)
Payments for purchase of fixed assets                                     (392)
                                                                      ---------
Net cash (used in) investing activities                               ( 99,317)

Cash flows from financing activities
Net borrowing-revolving credit                                          67,656
Borrowing-term loan                                                      8,000
Repayments of term loan borrowings                                        (253)
Payments for financing costs                                            (4,734)
Proceeds from issuance of common stock, net of offering costs           19,606
Proceeds from issuance of preferred stock                               10,000
                                                                      ---------
Net cash provided by financing activities                              100,275
Effect of exchange rate change on cash                                      58
                                                                      ---------
Net increase in cash                                                     1,946
Cash at beginning of period                                              5,302
                                                                      ---------
Cash at end of period                                                 $  7,248
                                                                      =========
</TABLE>
See notes to consolidated financial statements.

<PAGE>
                            Muehlstein Holding Corporation
                      Notes to Consolidated Financial Statements
                                  Successor Company
                                     (Unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six-month periods ended
June 30, 1996 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996. For further information, refer
to the combined financial statements and footnotes thereto included in the
Muehlstein Holding Corporation's (formerly HMC Acquisition Corporation) (the
"Company") Form 10-K for the year ended December 31, 1995.

In conjunction with the acquisition, the Company has adopted the Specific
Identification method using lower of cost or market valuation for all of its
inventory.

2. Business Combination

On September 21, 1995, the Company was incorporated for the purpose of
acquiring all of the outstanding capital stock of H. Muehlstein & Co., Inc.
("Muehlstein").

On October 30, 1995, the Company entered into an agreement (the "Stock Purchase
Agreement") with a wholly owned subsidiary of Mobil Oil Corporation (the
ultimate parent company of Muehlstein) to purchase 100% of the outstanding
capital stock of Muehlstein and certain related assets (the "Acquisition"). The
purchase price was based on capital employed, as defined, plus $10 million.

On November 22, 1995, the Company filed a Registration Statement ("Offering"),
which became effective on January 23, 1996, pursuant to which it offered shares
of its common stock to certain persons who were employees of Muehlstein, Mobil
Oil Corporation ("Mobil") or their respective subsidiaries who would become
employees of the Company or its subsidiaries following the Acquisition, to
certain benefit plans in which such persons were or would become participants
and to such other parties that the Company in its discretion determined. The
Company received total proceeds of $19,152,130 on February 9, 1996 based upon
the sale of 1,915,213 shares of its Common Stock ("Common Stock"), par value
$.01 per share at $10.00 per share. The proceeds of this Offering, net of
offering expenses of approximately $803,000 of which $418,000 were paid prior
to the closing, were utilized to pay a portion of the purchase price of the
Acquisition. The Company received additional proceeds of $838,100 upon the sale
of 83,810 additional shares of its common stock through June 30, 1996.

Pursuant to the Stock Purchase Agreement, Mobil purchased from the Company on
February 9, 1996, 1,000,000 shares of Series "A" Preferred Stock, $.01 par
value per share, at a purchase price of $10.00 per share. The Series "A"
Preferred Stock pays an annual dividend of $1.20 per share (equal to 12 percent
per annum of the stated value of $10.00 per share).  Except for certain matters


<PAGE>
                            Muehlstein Holding Corporation
                Notes to Consolidated Financial Statements (continued)
                                  Successor Company
                                     (Unaudited)

2. Business Combination (continued)

connected with the Series "A" Preferred Stock and other matters required by
applicable law, holders of Series "A" Preferred Stock will have no voting
rights.  Series "A" Preferred Stock will have no preemptive rights and may be
redeemed, in whole or in part, at the option of the Company, at any time.  If
the Company redeems the Series "A" Preferred Stock, the redemption price for
the shares will equal the stated value per share ($10.00) plus all accrued and
unpaid dividends.  In the event of any voluntary or involuntary dissolution,
liquidation or winding up of the Company, the holders of Series "A" Preferred
Stock will have preferential rights, superior to other shareholders, to
distributions out of the assets of the Company.

Effective February 9, 1996, Muehlstein entered into a credit agreement with
Citicorp USA, Inc. and Citicorp Canada ("Credit agreement"), which was
guaranteed by the Company. Pursuant to this Credit agreement a $125,000,000
revolving credit facility was provided, the expiration date of which is
February 9, 2000. The revolving credit facility will bear interest at either
(1) 100 basis points per annum over the U.S. or certain other foreign currency
Base Rates or (2) 250 basis points per annum over the U.S. or certain other
foreign currency LIBOR rates. On the same date, the Company borrowed
approximately $73,191,000 under this facility.  As of June 30, 1996,
approximately $40,000,000 of the Credit agreement was based on LIBOR and bore
interest at 8.000%, the balance of the indebtedness was based on Base Rates and
bore interest at 9.25%

Effective February 9, 1996, Muehlstein entered into a loan agreement with
Finova Capital Corporation ("Loan agreement"), which was guaranteed by the
Company. Pursuant to this Loan agreement total proceeds of $8,000,000 from two
term loans, Note A and Note B, both maturing March 1, 2000, were received. The
principal amount of the two term loans are $2,560,000 (Note A) and $5,440,000
(Note B), respectively. These notes bear interest at a fixed annual rate of
interest of 8.20% per annum (Note A) and 9.70% per annum (Note B).

The indebtedness under the Credit and Loan agreements is secured by liens on
substantially all the assets of Muehlstein.  The Credit and Loan agreements
contain various covenants which include, among other things: (a) the
maintenance of certain financial ratios and compliance with certain financial
tests and limitations; (b) limitations on investments and capital expenditures;
and (c) limitations on leases and the sale of assets.

The proceeds from the sale of the Company's common and preferred stock
aggregating approximately $30,000,000 and borrowings of $81,191,000 under the
aforementioned facilities were used to finalize the Acquisition and provide
working capital.

The Acquisition was finalized on February 9, 1996 for a total purchase price of
approximately $98,925,000 ("Purchase Price"), with fees of approximately
$1,004,000 being included. Upon effectiveness of the Acquisition, Muehlstein
became a wholly-owned subsidiary of the Company, and the Company thereupon
changed its name to "Muehlstein Holding Company". The results for the six-
onths ended June 30, 1996 reflect losses of $1,527,000, being the results of
Muehlstein applicable to the period January 1, 1996 through February 8, 1996.

<PAGE>
                           Muehlstein Holding Corporation
                Notes to Consolidated Financial Statements (continued)
                                  Successor Company
                                     (Unaudited)

2. Business Combination (continued)

The Company's financial statements reflect the application of purchase
accounting to the acquired operations of Muehlstein. The application of
purchase accounting resulted in the allocation of the purchase price and
related acquisition costs based on the fair value of the assets acquired and
liabilities assumed. As a result, the enclosed predecessor combined financial
statements are not comparable to the successor company consolidated financial
statements. The classification of certain assets and liabilities have been
adjusted to reflect the additional information that has become avaliable.
Such changes did not have any effect on the actual purchase price.

The condensed consolidated balance sheet on a fair value basis as of February
9, 1996 was as follows:


                                                                 (IN THOUSANDS)
Assets
Current assets:
Cash                                                               $  5,302   
Accounts receivable, net                                            106,787   
Other receivables                                                    33,530   
Inventories                                                          36,713   
Prepaid expenses and other current assets                             3,120   
                                                                   ---------  
Total current assets                                                185,452   
Property, plant and equipment                                         7,439   
Other assets                                                          8,709   
                                                                   ---------  
Total assets                                                       $201,600   
                                                                   =========  
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable                                                   $ 65,477   
Notes payable to bank                                                74,147   
Accrued and other current liabilities                                23,678   
                                                                   ---------  
                                                                    163,302   
Long-term debt                                                        7,044   
Other long-term liabilities                                           2,521   
Common and preferred stock                                           28,733   
                                                                   ---------  
                                                                   $201,600   
                                                                   =========  


<PAGE>
                            Muehlstein Holding Corporation
                Notes to Consolidated Financial Statements (continued)
                                  Successor Company
                                     (Unaudited)

3. Common Stock 

The Company's common stock is held by certain of the Company's employees, the
Company's Employee Share Ownership Plan (ESOP) and Citicorp North America, Inc.
("Citicorp"). Shareholders' excluding Citicorp, have a right to put these
shares to the Company, following termination of their employment, subject to
the limitations imposed under the terms of the Credit, Loan and preferred stock
agreements. Such provisions exists to create a market for the employees'
shares. Citicorp has the right to put their shares to the Company at any time
after the earliest to occur of: (a) three years after the Acquisition closing
date or (b) certain mergers, consolidations, sale of assets or change of
control with respect to the Company or its material subsidiaries. Except for
certain matters connected with its shares, the shares held by Citicorp will be
nonvoting shares.  The redemption price for any shares will be equal to the
most recent appraised fair market value of the common stock. If a put is
exercised, the Company will have the option to pay for the repurchased shares
either in cash or pursuant to a promissory note. Under the terms of the Credit,
Loan and preferred stock agreements and given management's view of its present
employee base, significant activity under the put provisions is not anticipated
presently. However, in accordance with the requirements for accounting for
common stock with a put provision, the common stock has been classified between
liabilities and preferred stock.

4. Pro Forma Financial Data

The following pro forma unaudited consolidated statements of operations for the
three-month and six-month periods ended June 30, 1996 and 1995 have been
prepared to reflect the consummation of the offerings of the Company's debt and
equity securities, the Acquisition and related transactions. The pro forma
unaudited effects of such transactions have been presented assuming that they
occurred as of the beginning of the periods presented in the pro forma
unaudited consolidated statements of operations.


<PAGE>
                            Muehlstein Holding Corporation
                Notes to Consolidated Financial Statements (continued)
                                  Successor Company
                                     (Unaudited)

4. Pro Forma financial Data (continued)


<TABLE>
<CAPTION>
                                                           Three months ended
                                                                 June 30     
                                                            1996        1995 
                                                                Pro forma    
                                                           ------------------
                                                         (IN THOUSANDS, EXCEPT
                                                             PER SHARE DATA) 

<S>                                                       <C>        <C>      

Revenues                                                  $166,301   $234,481 
Total operational costs                                    159,271    227,464 
                                                          ---------  ---------
Income from operations                                       7,030      7,017 
Other expense                                                  412       (175) 
Interest expense                                            (1,415)    (1,605) 
Provision for income taxes                                  (2,728)    (2,300)
                                                          ---------  --------- 
Net income                                                   3,299      2,937
Preferred dividend                                            (300)      (300)
                                                          ---------  ---------
Net income applicable to common shareholders               $ 2,999    $ 2,637
                                                          =========  =========
Net income per share applicable to common shareholders     $  1.50    $  1.32
                                                          =========  =========
Assumed number of common shares outstanding                  1,999      1,999 
                                                          =========  =========
</TABLE>

<PAGE>
                            Muehlstein Holding Corporation
                Notes to Consolidated Financial Statements (continued)
                                  Successor Company
                                     (Unaudited)

4. Pro Forma financial Data (continued)
                                                           Six months ended
                                                               June 30
                                                            1996       1995
                                                              Pro forma      
                                                           -----------------
                                                         (IN THOUSANDS, EXCEPT
                                                             PER SHARE DATA)


Revenues                                                 $336,505   $464,076
Total operational costs                                   325,441    448,782
                                                         ---------  ---------
Income from operations                                     11,064     15,294
Other expense                                                (696)       (23)
Interest expense                                           (2,337)    (3,210)
Provision for income taxes                                 (3,626)    (5,229)
                                                         ---------  ---------
Net income                                                  4,405      6,832
Preferred dividend                                           (600)      (600)
                                                         ---------  ---------
Net income applicable to common shareholders             $  3,805    $ 6,232
                                                         =========  =========
 Net income per share applicable to common
   shareholders                                           $  1.90    $  3.12
                                                         =========  =========
Assumed number of common shares outstanding                 1,999      1,999
                                                         =========  =========


5. Income Taxes

The tax provision for the three- and six-month periods ended June 30, 1996 were
determined based upon an estimate of the effective tax rates for the year
ending December 31, 1996. The effective tax rate of 45% for the three-month
period ending June 30, 1996 and 54% for the six-month period ending June 30,
1996 reflect higher foreign taxes for dividend distributions and changes in
the valuation of certain foreign deferred tax assets for the period prior to
the Acquisition and foreign losses for which the Company did not have
offsetting tax credits.

<PAGE>
                              H. Muehlstein & Co., Inc.
                          Predecessor Combined Balance Sheet

                                  December 31, 1995

                                    (In thousands)


Assets
Current assets:
Cash                                                                  $  6,326
 Accounts receivable, net of allowance for
    doubtful accounts of $2,775                                        134,132
 Other receivables, principally value added taxes                       21,341
 Inventories, net                                                       29,516
 Due from affiliates                                                       139
 Prepaid expenses and other assets                                       2,120
 Deferred income taxes                                                   4,151
                                                                     ---------
Total current assets                                                   197,725
Property, plant and equipment, net of accumulated depreciation           7,307
Deferred income taxes                                                      549
                                                                     ---------
Total assets                                                          $205,581
                                                                     =========
Liabilities and Parent Company Investment
Current liabilities:
 Accounts payable                                                     $ 57,412
 Accrued liabilities                                                    10,672
 Other taxes payable, principally value added taxes                     15,345
 Due to affiliates                                                      11,681
                                                                     ---------
Total current liabilities                                               95,110
Other long term liabilities                                              1,832
Parent company investment                                              108,639
                                                                     ---------
Total liabilities and parent company investment                       $205,581
                                                                     =========

See notes to combined financial statements.

<PAGE>
                              H. Muehlstein & Co., Inc.
                     Predecessor Combined Statement of Operations
                                     (Unaudited)

                                    (In thousands)


                                                  Three months     Six months
                                                     ended            ended
                                                 June 30, 1995   June 30, 1995

Revenues:
  Sales and Commissions                             $229,073          $454,345 
  Sales to affiliates                                  5,408             9,731
                                                    --------          --------
Total revenues                                       234,481           464,076
Cost of sales                                        206,629           407,475
                                                    --------          --------
                                                      27,852            56,601
Selling, general and administrative expenses          21,769            42,595
                                                    --------          --------
Income from operations                                 6,083            14,006
Other expense                                            175                23
                                                    --------          --------
Income before income taxes                             5,908            13,983
Provision for income taxes                             2,538             5,957
                                                    --------          --------
Net income                                          $  3,370          $  8,026
                                                    ========          ========

See notes to combined financial statements.


<PAGE>
                              H. Muehlstein & Co., Inc.
                     Predecessor Combined Statement of Cash Flows
                                     (Unaudited)

                            Six months ended June 30, 1995

                                    (In thousands)


Cash flows from operating activities
 Net income                                                     $ 8,026      
Adjustments to reconcile net income to net cash
provided by (used in) operating activities: 
 Depreciation                                                       484      
 Provision for deferred income taxes                              1,941      
 Loss on retirement of fixed assets                                   4      
 Changes in operating assets and liabilities:
   Accounts receivable                                          (33,691)     
   Inventories                                                  (13,759)     
   Due from affiliates                                             (468)     
   Prepaid expenses and other assets                               (110)     
   Other receivables                                            (12,960)     
   Accounts payable                                              14,801      
   Accrued liabilities                                           (7,971)     
   Taxes payable                                                 13,202      
   Due to affiliates                                             (6,255)     
                                                               ---------
Net cash (used in) operating activities                         (36,756)     
Cash flows from investing activities
Payments for purchase of fixed assets                              (157)     
                                                               ---------     
Net cash (used in) investing activities                            (157)     
Cash flows from financing activities
Net change in parent company advances                            36,228      
                                                               ---------     
Net cash provided by financing activities                        36,228
Net (decrease) in cash                                             (685)     
Cash at beginning of period                                       4,763      
                                                               ---------     
Cash at end of period                                           $ 4,078      
                                                               =========

See notes to combined financial statements.

<PAGE>
                              H. Muehlstein & Co., Inc.
                  Notes to Predecessor Combined Financial Statements
                                     (Unaudited)

1. Basis of Presentation

The accompanying unaudited combined financial statements present the combined
assets, liabilities, revenues and expenses related to the marketing operations
of H. Muehlstein & Co., Inc. ("Muehlstein") and affiliated entities, exclusive
of certain assets and liabilities retained by Mobil Oil Corporation ("Mobil"),
the ultimate parent company in conjunction with the Acquisition (See Note 2 of
the Notes to Consolidated Financial Statements - Successor Company). These
statements are presented on a historical cost basis.  All transactions
between subsidiaries of Muehlstein and other units of Mobil which are included
in Muehlstein's operations have been eliminated.  Parent company investment
reflects Mobil's investment in Muehlstein, the accumulated earnings of such
entity, as well as intercompany balances with Mobil and other entities
therewith which are not settled on a current basis.  In addition, the parent
company investment includes intercompany accounts resulting from the exclusion
of various assets or liabilities that were not acquired under the Acquisition.

The unaudited combined financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. For
further information, refer to the combined financial statements and footnotes
thereto included in Muehlstein Holding Corporation's Form 10-K for the year
ended December 31, 1995.


<PAGE>

                            Muehlstein Holding Corporation
                   Item 2: Management's Discussion and Analysis of
                    Financial Condition and Results of Operations

General

As discussed in the notes to the financial statements, Muehlstein Holding
Corporation (formerly HMC Acquisition Corporation) (the "Company") was
incorporated for the purpose of acquiring all of the outstanding capital
stock of H. Muehlstein & Co., Inc. ("Muehlstein") and certain related assets.
The acquisition was finalized on February 9, 1996 for a total purchase price of
approximately $98,925,000. Accordingly, the quarters ended March 31, 1996 and
June 30, 1996 are the only periods of successor company operations and are
compared to pro forma results of operations for the three- and six-month
periods ended June 30, 1995 for purposes of the comparative discussion
presented below. The financial information of the successor company reflects
the application of purchase accounting to the operations of Muehlstein
subsequent to the Offering by the Company. The application of purchase
accounting results in the allocation of the purchase price and related
acquisition costs based on the fair value of the underlying assets and
liabilities of the predecessor company's operations. As a result of the
application of purchase accounting, the predecessor combined financial
information is not comparable to the financial information of the successor
company. The unaudited proforma results of operations have been prepared for
comparative purposes only and are not necessarily indicative of the results of
operations that would have resulted had the Offering and Acquisition been
effective January 1, 1995, or that may result in the future.

Results of Operations

Total revenues decreased 29.1% in the second quarter of 1996 to $166,301,000
compared to $234,481,000 for the second quarter of 1995. For the first six
months of 1996 revenues of $336,505,000 were 27.5% lower than the first six
months of 1995. Income from operations increased 0.2% to $7,030,000 for the
second quarter of 1996 from $7,017,000 for the second quarter of 1995, while
net income after tax increased 12.3% to $3,299,000 for the second quarter of
1996 from $2,937,000 for the second quarter of 1995. For the six months ending
June 30, 1996 income from operations decreased 27.7% to $11,064,000 from
$15,294,000 for the six-months ending June 30, 1995, while net income after tax
decreased 35.5% to $4,405,000 from $6,832,000.

The decrease in revenues was due to lower sales prices worldwide. The average
sales price for plastic resin and rubber, combined, decreased 20.7% in the
second quarter of 1996 versus the same period in 1995. The sales price for the
first six months of 1996 was 21.5% lower than the first six months of 1995.
Worldwide sales volume decreased 10.5% for the second quarter of 1996 versus
the second quarter of 1995. Sales volumes decreased 5.7% in the first six
months of 1996 versus the first six months of 1995.

Income from operations was unfavorably impacted by lower sales volumes during
the second quarter of 1996 versus the comparative period in 1995. Due to
changes in market conditions, the average margin on product sales decreased to
$0.0551 per pound in the second quarter of 1996 from $0.0581 per pound in the
second quarter of 1995. Partially offsetting the lower margins was a 20.0%
decrease in selling and administrative expenses to $17,916,000 for the second
quarter of 1996 from $22,385,000 for the same period in 1995. The decrease was

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mainly due to lower bad debt expense in the U.S. and Latin America along with
lower freight costs in the U.S. and Europe.

For the six months ending June 30, 1996 average margin on product sales
decreased to $0.0527 from $0.0600 for the six months ending June 30, 1995.
Offsetting the lower margins was a 13.5% decrease in selling and administrative
expenses to $37,875,000 for the six months ending June 30, 1996 versus
$43,807,000 for the same period in 1995. The change was mainly due to lower bad
debt expense in the U.S. and Latin America.

Other expenses (predominantly interest expense) decreased $777,000 in the
second quarter of 1996 versus the second quarter of 1995. Non-operating
expenses for the first six months of 1996 were $200,000 lower than the the
first six months of 1995. The decrease was predominantly due to lower interest
expense.

Net income increased 12.3% to $3,299,000 in the second quarter of 1996 from
$2,937,000 in the comparative period of the prior year after tax charges of
$2,728,000 and $2,300,000, respectively. The effective tax rate was 45% in the
second quarter of 1996 and 44% in the same period in 1995. For the six months
ended June 30, 1996 net income decreased 35.5% to $4,405,000 from $6,832,000 in
the comparative period of the prior year after tax charges of $3,626,000 and
$5,229,000, respectively. The effective tax rate was 45% for the six months
ended June 30, 1996 and 43% for the six months ended June 30, 1995.

Liquidity and Sources of Capital

Historically, Muehlstein had been an indirect, wholly owned subsidiary of
Mobil. As such, cash generated by Muehlstein and its financing requirements had
been subject to Mobil's cash management procedures and policies.

In connection with the Acquisition, Muehlstein entered into a $125,000,000
revolving credit facility with Citibank N.A. ("Citibank"). The revolving credit
facility expires February 9, 2000. The revolving credit facility will bear
interest at either (1) 100 basis points per annum over the U.S. or certain
other foreign currency Base Rates or (2) 250 basis points per annum over the
U.S. or certain other foreign currency LIBOR rates. On the day of the
Acquisition, the Company borrowed approximately $73,191,000 under this
facility.

At the date of the Acquisition, Muehlstein entered into a loan agreement with
Finova Capital Corporation ("Finova"). Pursuant to this agreement total
proceeds of $8,000,000 from two term loans, Note A and Note B, both maturing
March 1, 2000, were received. The principal amount of the two term loans is
$2,560,000 (Note A) and $5,440,000 (Note B), respectively. These notes bear
interest at a fixed annual rate of interest of 8.20% per annum (Note A) and
9.70% per annum (Note B).

Pursuant to the Stock Purchase Agreement, Mobil purchased from the Company on
February 9, 1996, 1,000,000 shares of Series "A" Preferred Stock, $.01 par
value per share, at a purchase price of $10.00 per share. The Series "A"
Preferred Stock pays an annual dividend of $1.20 per share (equal to 12 percent
per annum of the stated value of $10.00 per share).

The Company issued a total of 1,999,023 shares of common stock between January
23, 1996 and March 31, 1996. The Company's common stock is held by certain of
the Company's employees, the Company's Employee Share Ownership Plan (ESOP) and
Citicorp North America, Inc. ("Citicorp"). Shareholders', excluding Citicorp,
have a right to put these shares to the Company, following termination of their
employment, subject to the limitations imposed under the terms of the Credit,


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Loan and preferred stock agreements. Such provision exists to create a market
for the  employees' shares. Citicorp has the right to put their shares to the
Company at any time after the earliest to occur of: (a) three years after the
Acquisition closing date or (b) certain mergers, consolidations, sale of assets
or change of control with respect to the Company or its material subsidiaries.
The redemption price for any shares will be equal to the most recent appraised
fair market value of the common stock. If a put is exercised, the Company will
have the option to pay for the repurchased shares either in cash or pursuant to
a promissory note. Under the terms of the Credit, Loan and preferred stock
agreements and given management's view of its present employee base,
significant activity under the put provisions is not anticipated presently.
However, in accordance with the requirements for accounting for common stock
with a put provision, the common stock has been classified between liabilities
and preferred stock.

Operating activities have historically been a major source or use of cash for
working capital needs and capital expenditures. Net cash provided by operations
were $930,000 for the six months ended June 30, 1996 as compared to a
($36,756,000) use of cash in the first six months of 1995. Working capital on a
comparative basis decreased $74,672,000 from December 31, 1995 to June 30,
1996. Current assets increased by 5.5% to $208,542,000 at June 30, 1996 from
$197,725,000 at December 31, 1995. Current liabilities increased $85,489,000
mainly due to the addition of $68,727,000 in short term borrowing from Citibank
and the current portion of the Finova loan. In addition, accounts payable
increased $23,848,000 mainly due to the addition of Mobil as a non-affiliated
supplier. The Company expects that available cash and existing credit
facilities will be sufficient to meet its normal operating requirements,
including capital expenditures, over the near term.

Foreign Exchange

The Company's foreign exchange exposure is limited to its operations in Europe,
Far East and Canada. All sales and purchases in the United States and Latin
America, representing approximately 75 percent of the companies volume, are
denominated in U.S. dollars. Exposure to foreign exchange fluctuations in
Europe are managed through a balancing of the local assets (primarily accounts
receivable) and liabilities (accounts payable). Fluctuations in foreign
currency exchange rates have not had a material financial impact on the results
of the Predecessor Company or Successor Company.

Impact of Inflation and Changing Prices

Market conditions which are influenced by economic and political
considerations, as well as production capacities and utilization dictate
pricing and costs. The Company has entered into certain supply agreements with
Mobil for an initial term of three years. Such agreements provide for minimum
and maximum limits on the amounts of product supplied. The Company does not
have any other long-term purchase or sales commitments with its suppliers or
customers. The Company views this as a marketing advantage that enables it to
respond quickly to market changes, matching supply with demand. The Company
capitalizes on opportunities and imbalances in the market place.

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PART II.     OTHER INFORMATION

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

    (b)  No reports on Form 8-K were filed during the quarter for which this
         report is filed.


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                                      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.

                                    MUEHLSTEIN HOLDING CORPORATION



Date:  November 14, 1996               By:/S/ J. Kevin Donohue      
                                          ---------------------
                                       J. Kevin Donohue
                                       Chairman of the Board and 
                                       Chief Executive Officer

Date:  November 14, 1996               By:/S/ Ronald J. Restivo     
                                          ----------------------
                                       Ronald J. Restivo
                                       Treasurer and Chief Financial
                                       Officer (Principal Financial and
                                       Accounting Officer)