<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C., 20549

                                    FORM 10-K

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

For the fiscal year ended                                     Commission File
      March 31, 1999                                            No. 0-1709
----------------------                                        -----------------

                              RVM INDUSTRIES, INC.
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                 31-1515410
-----------------------------------------        ------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

753 W. Waterloo Road, Akron, Ohio                          44314-1519
--------------------------------------------     ------------------------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:  (330) 753-4545

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

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock (par value $.01 per share)
                     ---------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No
                                       --   --


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

The aggregate market value of the voting stock held by non-affiliates as of June
7, 1999, based on a bid price of $4.50 was approximately $1,019,304. The
Registrant has no non-voting common equity.

There were 1,937,505 shares outstanding of the Registrant's common stock as of
June 7, 1999.

                       Documents Incorporated by Reference
                       -----------------------------------
                                      None

                                       1
<PAGE>   2


                              RVM INDUSTRIES, INC.

                       Index to Annual Report on Form 10-K
                    for the Fiscal Year Ended March 31, 1999

<TABLE>
<CAPTION>
PART I                                                                             PAGES
------                                                                             -----
<S>             <C>                                                              <C>
Item 1           Business                                                           3-8

Item 2           Properties                                                         8-9

Item 3           Legal Proceedings                                                   9

Item 4           Submission of Matters to a Vote of Security Holders                 9

PART II
--------
Item 5           Market for Registrant's Common Equity and
                   Related Stockholder Matters                                      10

Item 6           Selected Financial Data                                            11

Item 7           Management's Discussion and Analysis of
                   Financial Condition and Results of Operations                   12-15

Item 7a          Quantitative and Qualitative Disclosures about Market Risk         16

Item 8           Financial Statements and Supplementary Data                       17-43

Item 9           Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure                              44

PART III
--------
Item 10          Directors and Executive Officers of the Registrant                45-46

Item 11          Executive Compensation                                            47-49

Item 12          Security Ownership of Certain Beneficial Owners
                   and Management                                                   51

Item 13          Certain Relationships and Related Transactions                     52

PART IV
-------
Item 14          Exhibits, Financial Statement Schedules, and
                   Reports on Form 8-K                                             53-55
</TABLE>
                                       2

<PAGE>   3


                                     PART I

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

COMPANIES

           RVM Industries, Inc. (RVM) is a publicly held holding company.
Ravens, Inc. (Ravens), Albex Aluminum, Inc. (Albex), and Signs and Blanks, Inc.
(SABI) are wholly owned subsidiaries of RVM. The "Company" refers to RVM,
Ravens, Albex and SABI, collectively. See Note 19 to the consolidated financial
statements for financial information about industry segments.

FISCAL YEAR

           RVM's fiscal year ends on March 31. References to 1999, 1998, etc.
are for the fiscal years ended March 31, 1999, 1998, etc., respectively.

GENERAL DEVELOPMENT OF THE BUSINESS

           Ravens Metal Products, Inc. was incorporated in the State of West
Virginia on April 9, 1956 and reincorporated in the State of Delaware on
September 3, 1986. Jacob Pollock (Pollock) acquired majority control on May 3,
1991.

           On March 31, 1997, Ravens Metal Products, Inc. changed its name to
Ravens, Inc. and effected a reorganization with RVM pursuant to Section 251(g)
of the Delaware General Corporation Law. Each holder of the common stock of
Ravens became the holder of an equal number of shares of RVM, a newly created
holding company. The holders of RVM common stock have substantially the same
rights that they had as holders of the common stock of Ravens. RVM filed Form
8-B on March 31, 1997 to register the common stock shares of RVM with the
Securities and Exchange Commission.

           On March 31, 1997, RVM purchased all of the common stock of Albex and
SABI which were corporations wholly owned by Pollock, the majority shareholder
of RVM. Since this was a business combination of entities under common control,
the financial statements of prior years were restated to reflect the combination
on an "as if pooling of interests" basis.

           RVM acquired Albex and SABI because these companies, like Ravens,
utilize aluminum as the major material in their products, and RVM believes that
access to capital markets and the trading value of RVM's common stock may be
enhanced by increasing the size of RVM. The purchase prices of Albex and SABI
are contingent upon future earnings of Albex and SABI. See Note 2 to the
consolidated financial statements.

           Albex was incorporated in the State of Ohio on February 25 1991, as
Wirt Metal Products, Inc., relocated its operations from Elizabeth, West
Virginia to Canton, Ohio in 1996, and changed its name in 1997 to better reflect
its business of manufacturing aluminum billets and extrusions. Albex purchased
the real estate and an extrusion press in Elizabeth from Ravens prior to Pollock
purchasing a majority interest in Ravens.

           SABI was founded by Pollock and incorporated in the State of Ohio on
July 10, 1989.

                                       3
<PAGE>   4

MARKETS

   RAVENS

           The principal business of Ravens is the design and manufacture of
truck trailers, consisting of platform (flatbed) trailers, drop deck trailers,
dump trailers, and dump truck bodies. Since the late 1950s, Ravens has designed
and manufactured durable, lightweight aluminum trailers and bodies which provide
the advantage of lower operating costs plus higher legal payload capacity.
Although Ravens' products are primarily made with aluminum bodies and aluminum
chassis, Ravens also manufactures units with steel chassis. Ravens' truck
trailers are basically standardized products with a number of optional features
available; however, certain variations are often made to satisfy customers'
requirements. Ravens also manufactures truck and trailer accessories, including
tool boxes, side kits and boxes, bulkheads and other optional equipment. Ravens
sells a wide variety of after-market parts for trucks and trailers, including
parts for its own trailers. Ravens began selling aluminum utility, snowmobile,
and personal watercraft trailers in 1995 but exited this business in 1997.

           The markets for Ravens' truck trailer and body product lines are
virtually all within the highway transportation industry in the U.S. with a
small amount of sales in Canada. These markets include both for-hire carriers
(commercial trucking companies and owner operators) and private carriers
(manufacturers and producers delivering their own products or commodities). Dump
trailer and body applications include construction and road building materials,
agricultural and mining products, industrial and municipal waste, and a wide
range of other bulk commodities. Platform trailers are utilized in a variety of
applications, including steel and other metals, lumber, building materials,
machinery, appliances, and industrial equipment. The overall business of Ravens
is not generally seasonal.

           The U.S. market for truck trailers and related products has
historically been somewhat cyclical and has been affected by overall economic
conditions as well as regulatory changes for the highway transportation
industry.

ALBEX

           Albex operates three extrusion presses (1,400 ton, 2,200 ton, and
3,000 ton) for standard and custom soft alloy aluminum extruded shapes. In 1999,
Albex shipped approximately 26 million pounds of aluminum extrusions in a market
estimated to exceed 2.9 billion pounds. Several of aluminum's physical
properties such as tensile strength, corrosion resistance, thermal conductivity,
lighter weight than steel, and scrap value for recycling are attractive to a
wide range of markets. Albex sells to manufacturers, fabricators and
distributors in the transportation, building and construction, consumer
durables, and other aluminum extrusion markets. Most sales are to customers in
the Midwestern portion of the U.S. Albex's business is not generally seasonal.

           Applications in the transportation market include truck trailers and
bodies, utility trailers, recreational vehicles, and railcars. Approximately
22%, 29% and 33% of Albex's net sales in 1999, 1998 and 1997, respectively, were
to Ravens. These sales and intercompany inventory profits have been eliminated
from the consolidated financial statements.

                                       4
<PAGE>   5

           Primary uses in the building and construction markets are structural
beams and components for buildings, road sign supports, and components for
highway and bridge construction. Examples of consumer durables are components
for boats, sports and exercise equipment, greenhouses, and durable medical
equipment. Albex produces a wide variety of standard shapes such as angles,
bars, channels, pipes, and beams that are purchased by distributors for resale
to end users.

           Albex has reduced Ravens' portion of the extrusion business from 100%
to approximately 22% by obtaining new customers. Albex constructed an aluminum
billet casting facility in 1997 in order to recycle aluminum scrap generated
internally and purchased from suppliers into aluminum billet to be used for
producing extrusions and to sell to customers. Albex completed installation of
raw material (aluminum scrap) handling equipment and a third billet casting
furnace in 1999.

SABI

           SABI is a fully automated manufacturer of aluminum sign blanks and
traffic, warning, and street signs. SABI distributes its manufactured products
and purchased sign posts to a market approximating $350 million per year.
Approximately two-thirds of SABI's sales are to fabricator/dealers who purchase
aluminum blanks, cover them with reflective sheeting that is often silk
screened, and then sell the finished signs to governmental agencies.
Approximately one-third of SABI's sales are directly to governmental agencies in
the form of blanks or signs silk screened by SABI's print shop. Most sales are
to customers east of the Mississippi River. SABI's business is not generally
seasonal.

BACKLOG

           Ravens' backlog of orders for new trailers amounted to approximately
$9,445,000 at May 31, 1999 compared to approximately $6,900,000 at May 31, 1998.
The backlog is expected to be completed in the current fiscal year. The order
backlogs for the extrusion and sign industries are not relevant due to the
nature of the industries and customers. These backlogs tend to be low and of
short duration.

DISTRIBUTION AND SERVICE

   RAVENS

           Ravens sells and services truck trailers nationally through 65
trailer dealerships located in 31 states and 3 dealerships located in Canada.
Ravens owns trailer and parts sales branches located in Dover, Ohio. In
addition, Ravens has regional sales managers who support the dealerships and
solicit direct sales from fleet customers.

           Service and maintenance on Ravens' products are performed by its
Dover, Ohio service branch. Company approved garages, repair shops, and
customers are also authorized to service its products.

           Ravens assists in financing its trailer sales to customers by
guaranteeing the time payment notes of customers with acceptable credit standing
to a finance company. See Note 7 to the consolidated financial statements as to
contingent liabilities with respect to these notes.

           Ravens accepts used trailers as trade-ins on sales of new trailers
and purchases used trailers for resale. Ravens generally reconditions these used
trailers when necessary and holds them for resale. Ravens does not generally
lease trailers.

                                       5
<PAGE>   6

   ALBEX

           Albex utilizes its own sales force and manufacturer representatives
to solicit orders from distributors and other customers. Albex also toll
processes metal owned by customers into billets and extrusions.

   SABI

           SABI solicits sales mainly through telephone contacts with customers
and through independent sales representatives.

RAW MATERIALS

           Aluminum in the form of coil, sheet, plate, primary ingot, billet and
scrap is the principal raw material used by the Company. The Company also
purchases components such as reflective sheeting, tires, wheels, axles and other
hardware items. The Company is not dependent upon any single supplier for
aluminum or other raw materials and components; however, a significant increase
in the price or an interruption in the supply of aluminum could adversely affect
the Company.

COMPETITION

   RAVENS

           Ravens competes nationally in the platform trailer and dump trailer
categories of the diverse and highly competitive truck trailer industry. There
are approximately 90 companies who manufacture aluminum, composite (aluminum and
steel), and steel platform and/or dump trailers. A majority of these companies
compete within local or regional areas. The Company believes that approximately
10 of these companies have larger market shares of the total platform and dump
trailer markets.

           Ravens has developed product design, manufacturing, and marketing
expertise for aluminum platform and dump trailers. Aluminum trailers, compared
to composite and steel trailers, are lighter, enabling a larger payload to be
hauled, last longer, require less maintenance, and have higher resale and scrap
values. These factors are distinct advantages of aluminum trailers, but the
higher cost of aluminum compared to steel requires a larger investment by the
customer.

           Ravens, particularly, is recognized as a leading manufacturer of
aluminum platform trailers. Ravens believes that there are no more than 10
manufacturers of aluminum platform trailers, of which 4 account for
approximately 90-95% of the units produced. Ravens believes, based upon 1999
estimates of units registered, that Ravens' market share was approximately 32%
and that East Manufacturing Corporation, Benson Truck Bodies, Inc., and
Reitnouer, Inc. had market shares of approximately 17%, 20% and 21%,
respectively. Ravens strives to compete based upon product performance, but
economic conditions and competition with aluminum, composite, and steel
manufacturers have caused the importance of price to increase.

                                       6
<PAGE>   7

           Ravens commenced production of platform trailers in its Kent, Ohio
facility in June 1995 and in October 1996 introduced the FleetHawk, a platform
trailer designed to compete more effectively against composite trailers sold to
the more cost conscious fleet customer. The FleetHawk is heavier but less
expensive than the Ravens Eclipse II Classic. Ravens believes that the higher
initial cost of the FleetHawk can be more than recovered through lighter weight
and lower operating costs than the composite trailer offered by competitors.
Ravens also introduced an aluminum flatbed truck body with the same features as
the Eclipse II Classic flatbed (platform) trailer. Ravens introduced a dropdeck
platform trailer in March 1998.

   ALBEX

           The aluminum extrusion industry is highly competitive with over 100
companies participating in North America. Large, vertically integrated producers
of primary aluminum such as Aluminum Company of America and Kaiser Aluminum
Corp. dominate the industry. Major independent aluminum extruders such as Easco,
Inc. operate multiple facilities on a nationwide basis. Competition is based
upon the ability to supply a quality product at a competitive price but is
primarily regional in nature due to shipping costs. Albex is able to compete
well within a 400 mile radius of its facility due to its ability to cast billet,
provide short customer order to shipment times, and provide a wide variety of
shapes.

   SABI

           SABI believes that it is one of the five largest companies who
together account for approximately 25% of the sign market and that its market
share approximates 5-6%. The other four companies are AmSign Corporation, Hall
Signs, Inc., Newman Traffic Signs, Inc. (Newman), and Vulcan, Inc. Newman
competes against SABI in all geographic markets, whereas the others are strong
in particular geographic areas. A large number of other manufacturers,
fabricator/dealers, and governmental sign shops account for the other 75% of the
sign market.

PATENTS AND TRADEMARKS

           Ravens has a registered trademark for its swirl design finish on its
manufactured products. Ravens believes that the swirl finish is a cosmetic
feature which favorably distinguishes its trailers and bodies from competitors'
products.

EMPLOYEES

           The Company currently employs approximately 495 administrative,
sales, engineering, production, and repair and service personnel. The hourly
personnel at the Ravens facility in Dover, Ohio are represented by the
International Association of Machinists and Aerospace Workers, AFL-CIO, under an
agreement which expires on April 18, 2002. The hourly production employees at
the Ravens Kent, Ohio facility are represented by the International Association
of Bridge, Structural and Ornamental Iron Workers, AFL-CIO, under an agreement
that expires on April 15, 2001. The United Steelworkers of America, AFL-CIO,
represent Albex's hourly production employees under an agreement which expires
on June 5, 2002. SABI's hourly production employees are represented under an
agreement expiring on December 31, 2000 with The Glass, Molders, Pottery,
Plastics & Allied Workers International Union, AFL-CIO.

                                       7
<PAGE>   8

REGULATION

           Truck trailer length, height, width, maximum capacity and other
specifications are regulated by the U.S. Government and State Governments. The
U.S. Government also regulates certain safety features incorporated in the
design of truck trailers.

ENVIRONMENTAL MATTERS

           The Company's facilities are subject to the environmental laws and
regulations of the jurisdictions in which they are located. RVM believes that
the environmental standards maintained at such locations meet applicable
regulatory requirements. The Company's operations, like those of other
competitors in basic industries, have in recent years become subject to
increasingly stringent legislation and regulations with regard to protection of
human health and the environment. More rigorous policies and requirements may be
imposed in the future. Although RVM is not aware of any specific measures or
expenditures that will be required, compliance with such laws, regulations or
policies may require expenditures in the future.

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

           Ravens leases approximately 11,000 square feet of office space for
its corporate office in Akron, Ohio.

           Ravens owns a manufacturing facility on an 8 acre site in
Jacksonville, North Carolina. This facility is comprised of a prestressed
concrete building that contains approximately 43,200 square feet of fabrication
area and a concrete block building with approximately 3,000 square feet of space
for washing and painting trailers.

           Ravens commenced production in June 1995 at a 22 acre site owned by
Ravens in Kent, Ohio. The building consists of approximately 95,000 square feet
primarily of steel construction.

           Ravens has sufficient production capacity at the Jacksonville and
Kent facilities to meet current and projected demand for its current products.
Ravens completed construction of a 62,000 square foot steel building at its Kent
property on April 30, 1999. The building houses aluminum cut-to-length equipment
and provides space for manufacturing new products.

           The branch in Dover, Ohio is housed in three buildings of cement
block construction with approximately 25,000 square feet of floor area on 3.5
acres of land. This property is utilized for trailer sales, service, and
repairs. The building contains offices, storage space, and shop space. Yard area
is utilized for storage of new and used trailers and trailers in process of
repair and maintenance. Ravens owns the land and buildings.

           Ravens also owns land and buildings situated on approximately 9.2
acres adjacent to the branch facility in Dover, Ohio. From 1995 to 1997, Ravens
utilized the buildings, constructed primarily of concrete block and totaling
approximately 36,000 square feet, for manufacturing of utility, snowmobile, and
personal watercraft trailers. Ravens relocated the wholesale parts business from
Parkersburg, West Virginia in July 1998 to this property.

                                       8
<PAGE>   9

           Albex owns a 47 acre site in Canton, Ohio. The extrusion operation
and administrative offices are located in a 250,000 square foot building
constructed primarily of brick. A 36,000 square foot prefabricated steel
building houses the billet casting operation. RVM believes that Albex has
sufficient production capacity to meet current and projected demand for its
products.

           SABI operates in a leased 64,000 square foot predominantly steel and
concrete block building in Akron, Ohio. RVM believes that SABI has sufficient
production capacity to meet current and projected demand for its products.

           Certain owned property of the Company is subject to mortgages and is
collateral for lines of credit and a letter of credit. See Notes 5 and 6 to the
consolidated financial statements.

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

           The Company is involved in various claims and litigation arising in
the ordinary course of business. Management believes that the outcome of such
claims will not have a material adverse effect on the Company's financial
position and results of operations and cash flows.

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

           There were no matters submitted to a vote of security holders in the
quarter ended March 31, 1999.


                                       9
<PAGE>   10


                                     PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
           -----------------------------------------------------------------
           MATTERS
           -------
           RVM's common stock (trading symbol "RVMI") is traded over-the-counter
and quoted on the OTC Bulletin Board and on "pink sheets" which are published
periodically. The high and low trade prices and shares traded of RVM's common
stock as reported by the OTC Bulletin Board for each quarterly period during the
last two fiscal years were as follows:

<TABLE>
<CAPTION>
                                                                      SHARES
                                  HIGH                 LOW            TRADED
                           ---------------------------------------------------
<S>                         <C>           <C>                  <C>
1998
   First quarter                $ 7.000       $ 4.500                35,872
   Second quarter                 7.000         5.000                 4,153
   Third quarter                  8.500         6.500                17,022
   Fourth quarter                12.250         6.500                36,029

1999
   First quarter                 17.000        12.250                 2,600
   Second quarter                14.750         7.000                17,400
   Third quarter                 11.500         4.500                11,500
   Fourth quarter                 7.500         3.875                 1,200
</TABLE>

           Trading activity was limited. J.C. Bradford & Co. began making a
market in the first quarter of 1997 and Herzeg Heine Geduld began making a
market in the fourth quarter of 1998. The trade prices do not include retail
mark-ups, mark-downs or commissions.

           RVM has not paid dividends in the last two years and is restricted
from paying dividends by its loan agreements. Payment of dividends is within the
discretion of RVM's Board of Directors and will depend on, among other factors,
earnings, capital requirements and the operating and financial condition of the
Company. RVM does not presently intend to pay dividends in the future.

           There were approximately 4,000 holders of record of the Registrant's
common stock as of June 7, 1999. See Item 12.


                                       10
<PAGE>   11


ITEM 6.   SELECTED FINANCIAL DATA FOR THE YEARS ENDED MARCH 31
          ----------------------------------------------------

This information should be read in conjunction with the consolidated financial
statements and the related notes in Item 8 and Management's Discussion and
Analysis of Financial Condition and Results of Operations in Item 7.

<TABLE>
<CAPTION>
                                              1999              1998              1997               1996             1995
                                         ----------------  ----------------  ----------------   ---------------  ----------------
<S>                                    <C>               <C>               <C>                <C>              <C>
Net sales                                $  83,035,031     $  79,903,238     $ 61,638,221       $   61,793,870   $  61,333,643

Income (loss) from operations                4,215,888         4,936,300        1,960,772  (3)        (274,507)      2,624,801

Unusual (expense) income items                       0                 0         (390,015) (4)               0               0

Income (loss) before income taxes and
   accounting change                         2,565,591         3,518,657          586,401           (1,354,680)      2,215,896

Cumulative effect of accounting change (2)           0           211,651                0                    0               0

Net income (loss)                            1,533,341         1,821,944           80,939           (1,465,653)      1,255,096

Basic and diluted earnings per share:(5)
   Income before cumulative effect of
     accounting change                   $        0.79     $        1.05
   Cumulative effect of accounting       $        0.00             (0.11)
     change
                                         ----------------  ----------------

         Net income                      $        0.79     $        0.94
                                         ================  ================

Pro forma basic and diluted earnings
   per share (1)                                           $        1.09     $       0.19       $       (0.45)   $         0.72

Average number of shares used in
   computation of per share amounts (1)      1,936,756         1,935,776        1,938,140            1,943,525       1,943,525

Cash dividends declared per common share $           0     $           0     $          0       $            0   $           0

Total assets                                48,999,890        48,348,030       38,567,375           39,211,709      31,535,760

Total long-term obligations                 27,866,431        26,995,189       18,295,499           17,853,851      13,226,854

Working capital                             10,655,095        10,591,297        2,181,245            2,008,050       3,005,724

Shareholders' equity (deficit)               9,422,510         7,888,169        6,056,225            5,796,700       3,164,038
</TABLE>



(1)      All per share amounts and number of shares have been restated to
         reflect a one-for-four reverse stock split effected on December 26,
         1995.

(2)      Net loss for Albex and SABI for the quarter ended March 31, 1997
         recorded as accounting change as Albex and SABI changed their fiscal
         year ends from December 31 to March 31.

(3)      Includes loss of $371,768 for impairment of long-lived assets.

(4)      Loss on pension settlement.

(5)      Historical earnings per share information for 1995 through 1997 is not
         presented because Albex and SABI were not tax paying entities in those
         years and, therefore, the historical results of operations are not
         indicative of the operating results of the Company on an ongoing basis.

                                       11
<PAGE>   12


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

LIQUIDITY AND CAPITAL RESOURCES

           The Company had cash and cash equivalents of $328,490 and $846,128 at
March 31, 1999 and 1998, respectively. The Company could have borrowed
approximately $2,260,000 more on a line of credit at March 31, 1999. On
September 30, 1998, the Company and FirstMerit Bank, N.A. amended the line of
credit agreement to increase allowable borrowings from $18,000,000 to
$20,000,000 until August 31, 2000.

           Ravens expects to incur capital expenditures of approximately
$400,000 in 2000 for additional improvements and equipment at the 62,000 square
foot building in Kent, Ohio. Ravens will cut aluminum sheet for its own use and
for customers at the new building. There will be space available for expanded
trailer production. These expenditures will be financed mainly by funds held by
a trustee for capital expenditures.

           As discussed in Note 2 to the consolidated financial statements, the
purchase prices for Albex and SABI are not determinable until Albex's and SABI's
earnings for the year ended March 31, 2000, are known. Based solely upon the
results for the year ended March 31, 1999, the pro forma calculation of the
amount of the Albex Purchase Price would be zero due to the loss and capital
expenditures incurred by Albex. The pro forma calculation of the SABI Purchase
Price, based solely upon the results for the year ended March 31, 1999, would be
$3,666,980. The Company plans to use cash generated internally and from credit
arrangements to make payments on the five year notes commencing July 1, 2000,
for the purchase of Albex and SABI.

           Although no assurances are possible, the Company believes that its
cash resources, credit arrangements, and internally generated funds will be
sufficient to meet its operating and capital expenditure requirements for
existing operations and to service its debt in the next 12 months and the
foreseeable future. Cautionary statements: Demand for the Company's products is
subject to changes in general economic conditions and in the specific markets in
which the Company competes.

           Based upon sales for early 2000 and a sales order backlog for new
trailers approximating $9,445,000 at May 31, 1999, the Company is projecting
sufficient sales to maintain profitability and meet debt covenants in 2000.
However, see the cautionary statement in the above paragraph which indicates
factors which could adversely affect profitability. The order backlogs for the
extrusion and sign industries are not relevant due to the nature of the
industries and customers. These backlogs tend to be low and of short duration.

1999

Cash provided by operating activities of $3,411,718 was used mainly for capital
expenditures. Albex completed the aluminum billet casting facility and the scrap
handling equipment. Ravens used capital expenditures for construction of a new
building for the Kent, Ohio facility. Working capital increased to $10,655,095
at March 31, 1999, from $10,591,297 at March 31, 1998.

                                       12
<PAGE>   13

1998

           Cash provided by net borrowings was used mainly for approximately
$3,200,000 of capital expenditures by Albex for the aluminum billet casting
facility and related aluminum scrap processing equipment and for approximately
$1,200,000 by Ravens mainly for building improvements and construction of a new
building at its Kent, Ohio facility. Working capital increased to $10,591,297 at
March 31, 1998 from $2,181,245 due mainly to replacing short-term bank financing
with long-term financing and investing cash provided by net income and non-cash
items in receivables and inventories. Receivables, inventories, accounts
payable--trade, and accrued expenses increased mainly due to increased
production and sales.

1997

           Net cash provided by operating activities of $2,454,394 and
$2,900,000 from a note payable to Jacob Pollock were used for capital
expenditures, mainly at the Albex facility, and to reduce other long-term debt.
Working capital increased to $2,181,245 at March 31, 1997, from $2,008,050 at
March 31, 1996.

RESULTS OF OPERATIONS

YEARS ENDED MARCH 31, 1999 AND 1998

           Net sales increased 3.9% mainly due to increased volume of aluminum
extrusion and billet sales by Albex. Gross profit decreased 3.0% to $11,558,793
in 1999 from $11,913,663 in 1998, and gross profit margin decreased to 13.9% in
1999 from 14.9% in 1998. The cause of the consolidated gross profit percentage
decrease was the lower gross margin of Albex compared to Ravens and SABI.
Selling, general and administrative expenses increased to 8.8% from 8.7% of net
sales as selling, general and administrative expenses increased at a greater
rate than net sales. Interest expense increased mainly due to more debt
outstanding during 1999 versus 1998. See Note 8 to the consolidated financial
statements for a discussion of income taxes. See Note 1 to the consolidated
financial statements for an explanation of the cumulative effect of accounting
change.

           Ravens' net sales decreased 3.8% due to weaker industry demand for
flats and dumps. Income from operations decreased by $210,580 or 4.3% due to
lower sales and plant utilization.

           Albex's net sales to customers other than Ravens and SABI increased
by $5,309,953 or 33.7%. Albex cast house facility was put into service in
December 1998. Loss from operations increased by $452,546 mainly due to start-up
and learning costs.

           SABI's gross profit margin increased to 17.1% from 17.0% and
operating income decreased by $75,955 or 11.6%. The decrease is attributable to
increased selling, general and administrative expenses while gross profit
remained at about the prior year's level.

                                       13
<PAGE>   14


YEARS ENDED MARCH 31, 1998 AND 1997

           Net sales increased 29.6% mainly due to increased volume of aluminum
extrusion and billet sales by Albex and trailer sales by Ravens. Gross profit
increased 37.7% to $11,913,663 in 1998 from $8,655,193 in 1997, and gross profit
margin increased to 14.9% in 1998 from 14.0% in 1997 mainly due to efficiencies
gained from increased production levels at Ravens' trailer facilities and
closure of the utility trailer division which generated losses in the prior
year. Selling, general and administrative expenses decreased to 8.7% from 10.3%
of net sales as net sales increased at a greater rate than selling, general and
administrative expenses. Interest expense increased mainly due to more debt
outstanding during 1998 versus 1997. See Note 8 to the consolidated financial
statements for a discussion of income taxes. See Note 1 to the consolidated
financial statements for an explanation of the cumulative effect of accounting
change.

           Ravens' net sales increased 26.9% due to strong industry demand and
introduction in October 1996 of the FleetHAWK aluminum platform trailer designed
for fleet operations. Sales of FleetHAWK trailers increased to approximately
$10,200,000 in 1998 from approximately $2,900,000 in 1997. Income from
operations increased by $2,509,001 or 105.9% due to higher sales and plant
utilization and the closure of the utility trailer division.

           Albex's net sales to customers other than Ravens and SABI increased
by $7,064,148 or 81.3%. Albex began producing billet for its extrusion operation
and customers during 1998 and incurred a loss from operations of $578,767 mainly
due to startup and learning costs.

           SABI's gross profit margin increased to 17.0% from 14.5% and
operating income increased by $140,097 or $27.3% as SABI concentrated on more
profitable customers and lowered its costs.

INFLATION

           The Company does not believe that inflation has had a material effect
on the results of operations for the periods presented because of low inflation
levels during these periods.

IMPACT OF YEAR 2000

           The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Computer
programs that have time-sensitive software may recognize a date using "0" as the
year 1900 rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, the inability to efficiently process transactions such as sales
invoices. The Company has completed its assessment of all systems that could be
significantly affected by the Year 2000. Significant affected systems are
general ledger, billing, costing, inventory, and other accounting related
systems. The Company does not have any critical manufacturing equipment that
presents Year 2000 exposure to the Company. The Company has multiple suppliers
for all key components and raw materials; and therefore, the Company is not
dependent upon any third parties, other than a bank, which could materially
impact the Company's results of operations, liquidity, or capital resources.
Representatives of the bank have indicated that that its critical systems are
Year 2000 compliant. The Company has formulated a remediation and implementation
plan for each of its subsidiaries.

                                       14
<PAGE>   15

           Ravens installed a new computer in March 1998. In January 1998,
Ravens retained a consulting firm to assist it in selecting new enterprise
software to replace the current integrated manufacturing, inventory, and
accounting software. Ravens selected the new software in June 1998 and is
currently training personnel and implementing the software. The new software was
implemented at the wholesale parts operation in February 1999. The trailer sales
and retail parts branch began using the new software in March 1999. Ravens
expects to fully implement critical modules of the new software at its
manufacturing facilities prior to September 30, 1999. The costs for acquiring
and installing the new software and computer is expected to be approximately
$600,000, of which approximately $500,000 is expected to be capitalized.
Approximately $422,000 has been incurred as of March 31, 1999, of which
approximately $385,000 has been capitalized.

           SABI will purchase new software and hardware. The cost is expected to
be approximately $100,000, the majority of which will be capitalized. SABI
expects to make the software decision by June 30, 1999.

           Management of Ravens and SABI believe that they have effective
remediation and implementation plans. If they are unable to implement critical
modules prior to the Year 2000, date sensitive processes will be performed
manually or minor modifications can be made to the current software.

           Albex's software is Year 2000 compliant.

           The above expenditures are expected to be paid with internally
generated cash and with borrowings.

           The costs and dates on which the Company believes that it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing assumptions of future events, including the
continued availability of necessary hardware, software, and personnel for
implementation and training, third party modification plans, and other factors.
There can be no guarantee that these estimates will be achieved, and actual
results could differ materially from those anticipated. In addition, disruptions
in the economy resulting from Year 2000 issues could adversely affect the
Company.

FORWARD-LOOKING STATEMENTS

Forward-looking statements in this Form 10-K are made pursuant to the safe
harbor provisions of Rule 175 promulgated under the Securities Act of 1933. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Potential risks and
uncertainties include, but are not limited to: general business and economic
conditions; the financial strength of the industries which the company serves;
the competitive pricing environment within the markets which the Company serves;
labor disruptions; interruptions in the supply of raw materials and services; a
significant increase in the price of aluminum; continued availability of credit
from lenders and vendors; government regulations; obsolescence of the Company's
products and manufacturing technologies; and the inability of outside vendors to
make their computer systems Year 2000 compliant in time or the magnitude of the
Year 2000 issue being greater than presently anticipated.


                                       15
<PAGE>   16


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

DERIVATIVE FINANCIAL INSTRUMENTS

The Company does not hold or issue derivative financial instruments for any
purposes.

INTEREST RATE EXPOSURE

Based on the Company's overall interest rate exposure as of and during the year
ended March 31, 1999, a near-term change in interest rates, within a 95%
confidence level based on historical interest rate movements, would not
materially affect the Company's consolidated financial position, results of
operations or cash flows.


                                       16
<PAGE>   17


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

Financial Statements:                                                     PAGES
                                                                          -----

          Report of Independent Auditors                                   18

          Report of Independent Accountants                                19

          Consolidated Balance Sheets, March 31, 1999 and 1998            20-21

          Consolidated Statements of Operations
             for the years ended March 31, 1999, 1998 and 1997             22

          Consolidated Statements of Changes in Shareholders'
             Equity for the years ended March 31, 1999, 1998 and 1997      23

          Consolidated Statements of Cash Flows
             for the years ended March 31, 1999, 1998 and 1997             24

          Notes to Consolidated Financial Statements                      25-42

Financial Statement Schedule:

   II -   Valuation and Qualifying Accounts and Reserves
             for the years ended March 31, 1999, 1998 and 1997             43





          All other schedules are omitted because they are not applicable or the
required information is presented in the financial statements or the notes
thereto.



                                       17
<PAGE>   18






                         Report of Independent Auditors


To the Shareholders and Board of Directors
RVM Industries, Inc.

We have audited the accompanying consolidated balance sheets of RVM Industries,
Inc. and subsidiaries as of March 31, 1999 and 1998, and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for the years then ended. Our audit also included the financial statement
schedule for the years ended March 31, 1999 and 1998, listed in Item 8. These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of RVM
Industries, Inc. and subsidiaries at March 31, 1999 and 1998, and the
consolidated results of their operations and their cash flows for the years then
ended, in conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule for the years ended March 31,
1999 and 1998, when considered in relation to the basic financial statements
taken as a whole, presents fairly in all material respects the information set
forth therein.

As discussed in Note 1 to the consolidated financial statements, in fiscal 1998
two subsidiaries changed their fiscal year end to be in conformity with RVM
Industries, Inc.




                                                  /s/ ERNST & YOUNG LLP

Akron, Ohio
June 21, 1999


                                       18
<PAGE>   19








                        Report of Independent Accountants

To the Shareholders and Board of Directors
RVM Industries, Inc.:

We have audited the consolidated financial statements and financial statement
schedule of RVM Industries, Inc. and subsidiaries for the year ended March 31,
1997 as listed on page 17 of this Form 10-K. These financial statements and
financial statement schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of RVM
Industries, Inc. for the year ended March 31, 1997 in conformity with generally
accepted accounting principles. In addition, in our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.




                                                /s/ PRICEWATERHOUSECOOPERS LLP

Cleveland, Ohio
June 6, 1997

                                       19
<PAGE>   20


                              RVM INDUSTRIES, INC.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            MARCH 31
                                                                    ------------------------
                                                                        1999          1998
                                                                    -----------  -----------
<S>                                                               <C>          <C>
ASSETS

Current assets:
   Cash and cash equivalents                                        $   328,490  $   846,128

   Receivables:
     Trade, net of allowance for doubtful accounts of $107,000
      and $87,000 in 1999 and 1998                                   10,021,593   10,174,104

     Related party                                                      157,121      222,657

   Inventories                                                       10,697,909   11,396,269

   Refundable income taxes                                              200,997      453,815

   Deferred income taxes                                                758,000      789,400

   Other current assets                                                 201,934      173,596
                                                                    -----------  -----------

       Total current assets                                          22,366,044   24,055,969

Property, plant and equipment, net                                   25,791,627   21,676,483

Funds held by trustee for capital expenditures                          535,583    2,277,935

Other assets                                                            306,636      337,643
                                                                    -----------  -----------

       Total assets                                                 $48,999,890  $48,348,030
                                                                    ===========  ===========
</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.

                                       20
<PAGE>   21




<TABLE>
<CAPTION>
                              RVM INDUSTRIES, INC.

                     CONSOLIDATED BALANCE SHEETS, Continued

                                                                         MARCH 31
                                                                ------------------------
                                                                    1999         1998
                                                                -----------  -----------
<S>                                                           <C>          <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable--trade                                      $ 6,552,072  $ 8,737,487
                   --related parties                                167,020       59,775
   Accrued expenses and liabilities:
     Compensation                                                   982,363      916,349
     Product warranty                                               850,000      775,000
     Other                                                        1,064,042      891,828
   Current portion of long-term debt--other                       1,579,252    1,278,033
                                    --related parties               516,200      806,200
                                                                -----------  -----------

       Total current liabilities                                 11,710,949   13,464,672

Note payable--bank                                               13,237,473   13,579,800
Long-term debt                                                   10,211,908    9,337,439
Notes payable--related parties                                    2,797,050    3,023,250
Deferred income taxes                                             1,620,000    1,054,700
                                                                -----------  -----------

       Total liabilities                                         39,577,380   40,459,861
                                                                -----------  -----------

Shareholders' equity:
   Common stock, $0.01 par value; authorized shares,
     3,000,000; issued and outstanding: 1,937,005 shares
     at March 31, 1999, and 1,936,755 shares at March 31, 1998       19,371       19,368
   Additional capital                                             4,784,341    4,783,344
   Retained earnings                                              4,618,798    3,085,457
                                                                -----------  -----------

       Total shareholders' equity                                 9,422,510    7,888,169
                                                                -----------  -----------

       Total liabilities and shareholders' equity               $48,999,890  $48,348,030
                                                                ===========  ===========
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       21
<PAGE>   22


                              RVM INDUSTRIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                    FOR THE YEARS ENDED MARCH 31
                                                             ------------------------------------------
                                                                 1999           1998         1997
                                                             ------------   ------------   ------------
<S>                                                        <C>            <C>            <C>
Net sales                                                    $ 83,035,031   $ 79,903,238   $ 61,638,221
Cost of sales                                                  71,476,238     67,989,575     52,983,028
                                                             ------------   ------------   ------------

         Gross profit                                          11,558,793     11,913,663      8,655,193

Selling general and administrative expenses                     7,342,905      6,977,363      6,322,653
Impairment of long-lived assets                                         0              0        371,768
                                                             ------------   ------------   ------------

         Income from operations                                 4,215,888      4,936,300      1,960,772

Other income (expense):
   Other income                                                   153,440        106,810        131,074
   Interest expense                                            (1,922,974)    (1,502,830)    (1,061,336)
   Loss on pension settlement                                           0              0       (390,015)
   Gain (loss) on disposal of property,
     plant and equipment                                          119,237        (21,605)       (54,094)
                                                             ------------   ------------   ------------

         Total other expense, net                              (1,650,297)    (1,417,625)    (1,374,371)
                                                             ------------   ------------   ------------
         Income before income taxes and cumulative
           effect of accounting change                          2,565,591      3,518,675        586,401

Provision for income taxes                                      1,032,250      1,485,080        505,462
                                                             ------------   ------------   ------------

         Income before cumulative effect of
           accounting change                                    1,533,341      2,033,595         80,939

Cumulative effect of accounting change                                  0       (211,651)             0
                                                             ------------   ------------   ------------

         Net income                                          $  1,533,341   $  1,821,944   $     80,939
                                                             ============   ============   ============

Basic and diluted earnings per share:
   Income before cumulative effect of accounting change      $       0.79   $       1.05
   Cumulative effect of accounting change                            0.00          (0.11)
                                                             ------------   ------------

         Net income                                          $       0.79   $       0.94
                                                             ============   ============

Pro forma income data before accounting change:
   Net income as reported                                                   $  1,821,944   $     80,939
   Pro forma income tax benefit                                                   77,691        295,937
   Cumulative effect of accounting change                                        211,651              0
                                                                            ------------   ------------

         Pro forma net income                                               $  2,111,286   $    376,876
                                                                            ============   ============

         Pro forma basic and diluted earnings
           per share                                                        $       1.09   $       0.19
                                                                            ============   ============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       22
<PAGE>   23




                              RVM INDUSTRIES, INC.

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                for the years ended March 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                                 COMMON                   RETAINED   UNRECOGNIZED
                                                     COMMON      STOCK      ADDITIONAL    EARNINGS     PENSION
                                                     SHARES      AMOUNT      CAPITAL      (DEFICIT)   LIABILITY      TOTAL
                                                    ---------  -----------  -----------  -----------  ----------   -----------
<S>                                                 <C>        <C>          <C>          <C>          <C>          <C>
Balance at March 31, 1996                           1,943,525  $    19,435  $ 5,812,469  $   180,458  $ (215,662)  $ 5,796,700
     Net income                                                                               80,939                    80,939
     Other comprehensive income:
       Change in unrecognized pension liability                                                          215,662       215,662
                                                                                                                   -----------

     Total comprehensive income                                                                                        296,601
     Reclassification of undistributed net
       loss of S-Corporations                                                  (811,139)     811,139                         0
     Treasury stock purchased and retired              (9,270)         (92)     (16,310)     (20,674)                  (37,076)
                                                    ---------  -----------  -----------  -----------  ----------   -----------

Balance at March 31, 1997                           1,934,255       19,343    4,985,020    1,051,862           0     6,056,225
     Net income                                                                            1,821,944                 1,821,944
     Reclassification of undistributed net
       loss of S-Corporations                                                  (211,651)     211,651                         0
     Stock options exercised                            2,500           25        9,975                                 10,000
                                                    ---------  -----------  -----------  -----------  ----------   -----------

Balance at March 31, 1998                           1,936,755       19,368    4,783,344    3,085,457           0     7,888,169

     Net income                                                                            1,533,341                 1,533,341
     Stock options exercised                              250            3          997                                  1,000
                                                    ---------  -----------  -----------  -----------  ----------   -----------

 Balance at March 31, 1999                          1,937,005  $    19,371  $ 4,784,341  $ 4,618,798  $        0   $ 9,422,510
                                                    =========  ===========  ===========  ===========  ==========   ===========
</TABLE>



The accompanying notes are an integral part of the consolidated financial
statements.

                                       23
<PAGE>   24




                              RVM INDUSTRIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                              FOR THE YEARS ENDED MARCH 31
                                                               -----------------------------------------------------------

                                                                     1999                 1998                 1997
                                                               -----------------    -----------------    ------------------
<S>                                                            <C>                  <C>                  <C>
Cash flows from operating activities:
   Net income ...............................................  $     1,533,341      $     1,821,944      $        80,939
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Depreciation and amortization...........................        2,043,173            1,626,913            1,376,096
     Deferred income taxes...................................          596,700              451,300              (28,340)
     Increase (decrease) in accrued product warranty.........           75,000              235,000               55,000
     Increase (decrease) in allowance for doubtful
       accounts..............................................           20,000              (25,000)               9,000
     Cumulative effect of accounting change..................                0              205,244                    0
     Loss (gain) on disposition of property, plant and
       equipment.............................................         (119,237)              21,605               54,094
     Impairment of long-lived assets.........................                0                    0              371,768
   Increase (decrease) in cash from changes in:
     Receivables --trade.....................................          132,511           (3,643,095)             413,488
                 --related party.............................           65,537             (102,649)             (96,111)
     Inventories.............................................          698,360           (2,719,109)             645,715
     Other current assets....................................          (28,338)              38,052               38,675
     Other assets............................................          (18,204)             (11,355)               7,128
     Accounts payable --trade................................       (2,185,414)           2,585,563           (1,017,325)
                      --related parties......................          107,245             (322,563)             289,170
     Refundable and accrued income taxes.....................          252,816             (548,565)             125,538
     Accrued expenses and other current liabilities..........          238,228              124,949              189,190
     Other long-term liabilities.............................                0                    0             (275,293)
     Unrecognized pension liability..........................                0                    0              215,662
                                                               -----------------    -----------------    ------------------

     Net cash provided by (used in) operating activities.....        3,411,718             (261,766)           2,454,394
                                                               -----------------    -----------------    ------------------

Cash flows from investing activities:
   Capital expenditures......................................       (6,618,179)          (4,448,996)          (3,820,601)
   Grants (expended) received for capital expenditures.......                0                    0             (375,000)
   Proceeds from disposal of property, plant
     and equipment...........................................          628,310                  700              304,731
   Investment of proceeds from long-term debt with trustees
     and income earned on investment of proceeds.............          (64,507)            (125,856)            (166,957)
   Sale of investments and release of funds held
     by trustees.............................................        1,806,859              610,163            1,928,062
                                                               -----------------    -----------------    ------------------

     Net cash provided by (used in) investing activities.....       (4,247,517)          (3,963,989)          (2,129,765)
                                                               -----------------    -----------------    ------------------

Cash flows from financing activities:
   Payments on long-term debt................................       (1,379,442)          (1,340,031)          (1,585,217)
   Proceeds from (payments on) notes payable--bank, net.......         (342,327)           3,599,296           (1,354,925)
   Proceeds from notes and accounts payable to
     related parties.........................................                0                    0            2,900,000
   Payments on notes payable to related parties..............         (516,200)            (201,550)            (250,000)
   Proceeds from long-term debt, net of issuance costs.......        2,555,130            2,535,596                    0
   Purchase of treasury stock................................                0                    0              (37,076)
   Contributed capital.......................................                0                    0                    0
   Proceeds from stock options exercised.....................            1,000               10,000                    0
                                                               -----------------    -----------------    ------------------

     Net cash provided by (used in) financing activities.....          318,161            4,603,311             (327,218)
                                                               -----------------    -----------------    ------------------

Net increase (decrease) in cash and cash equivalents.........         (517,638)             377,556               (2,589)
Cash and cash equivalents at beginning of year...............          846,128              468,572              471,161
                                                               -----------------    -----------------    ------------------
Cash and cash equivalents at end of year.....................  $       328,490      $       846,128      $       468,572
                                                               =================    =================    ==================
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.

                                       24
<PAGE>   25


                              RVM INDUSTRIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   ----------


1.     DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
       POLICIES:

         REORGANIZATION:

         On March 31, 1997, Ravens Metal Products, Inc. changed its name to
         Ravens, Inc. (Ravens) and effected a reorganization with RVM
         Industries, Inc. (RVM) pursuant to Section 251(g) of the Delaware
         General Corporation Law. Each holder of the common stock of Ravens
         became the holder of an equal number of shares of RVM, a newly created
         holding company. The holders of RVM common stock have substantially the
         same rights that they had as holders of the common stock of Ravens. In
         accordance with code section 368 of the Internal Revenue Code, for tax
         purposes, the reorganization of RVM and Ravens represented a tax free
         exchange. RVM filed Form 8-B on March 31, 1997, to register the common
         stock shares of RVM with the Securities and Exchange Commission. RVM is
         now a publicly held holding company, and Ravens is a non-public company
         wholly owned by RVM.

         ACQUISITIONS AND BASIS OF PRESENTATION:

         On March 31, 1997, RVM purchased all of the common stock of Albex
         Aluminum, Inc. (Albex) and Signs and Blanks, Inc. (SABI) which were
         S-corporations. See Note 2. This was a business combination by entities
         under the common control of Jacob Pollock (Pollock). The financial
         statements of prior years were restated to reflect the combination on
         an "as if pooling of interests" basis. The undistributed net loss of
         the S-corporations was reclassified from accumulated deficit to
         additional capital. All significant intercompany accounts and
         transactions have been eliminated. References to "the Company" refer to
         RVM and its wholly owned subsidiaries: Ravens, Albex and SABI.

         DESCRIPTION OF BUSINESS:

         Ravens designs, manufactures, and sells aluminum truck trailers and
         bodies, including dump trailers, dump bodies and flatbed trailers used
         in the highway transportation industry throughout the U.S. and Canada.
         These principal products are sold direct and through a nationwide
         network of dealerships. Ravens currently has operating facilities in
         North Carolina, Ohio, and Indiana (see Note 20). Ravens also sells a
         wide variety of after-market parts for trucks and trailers, including
         parts for its own trailers.

         Albex manufactures and sells custom and standard aluminum extruded
         products to manufacturers, fabricators, and distributors in the
         transportation, building and construction, consumer durables, and other
         markets located mainly in the Midwestern portion of the U.S. Albex
         operates a production facility located in Canton, Ohio. Albex began
         production of aluminum billet in 1998 for its own use and for
         customers.

         SABI manufactures and sells aluminum blank and finished traffic control
         signs to fabricators, distributors, and governmental agencies located
         throughout the U.S. but primarily east of the Mississippi River. Its
         production facility is in Akron, Ohio.

                                       25
<PAGE>   26

                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------


1.     DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        Continued:

          FISCAL YEAR AND ACCOUNTING CHANGE:

          The fiscal year of RVM and Ravens ends on March 31. References to
          1999, 1998, etc. are for the years ended March 31, 1999, 1998, etc.,
          respectively. On April 1, 1997, Albex and SABI changed their fiscal
          year ends from December 31 to March 31 to conform with the March 31
          year ends of RVM and Ravens. A charge of $211,651 has been recorded as
          the cumulative effect of an accounting change reflecting the net loss
          for Albex and SABI for the quarter ended March 31, 1997. If the fiscal
          year ends had changed effective April 1, 1996, net income for the year
          ended March 31, 1997, would have decreased by $97,796. Their financial
          statements for the year ended December 31, 1996, were included in
          these consolidated statements because undue expense and effort would
          have been required to prepare audited financial statements through
          March 31, 1997. Significant intervening transactions and events
          between January 1 and March 31, 1997, have been included in the
          consolidated financial statements or disclosed in the notes to the
          financial statements.

          USE OF ESTIMATES:

          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.

          CASH EQUIVALENTS:

          The Company considers all highly liquid investments with a maturity of
          three months or less when purchased to be cash equivalents.

          INVENTORIES:

          Inventories are valued at the lower of cost or market. The cost of
          approximately 55% and 57% of the inventories in 1999 and 1998,
          respectively, was determined under the last-in, first-out (LIFO)
          method with the cost of the remainder of the inventories determined
          under the first-in, first-out (FIFO) and weighted average methods of
          valuation.

                                       26
<PAGE>   27
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------

1.     DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
       Continued:

          PROPERTY, PLANT AND EQUIPMENT:

          Property, plant and equipment is stated at cost. Grants received from
          state and local governmental units are deducted in arriving at the
          carrying amount of the respective assets. Major additions and
          betterments are capitalized while maintenance and repairs which do not
          improve or extend the lives of the respective assets are expensed
          currently. When property, plant and equipment is retired or otherwise
          disposed of, the cost of the property, plant and equipment is removed
          from the asset account, accumulated depreciation is charged with an
          amount equivalent to the depreciation provided, and the difference is
          charged or credited to income.

          Depreciation and amortization of property, plant and equipment,
          including assets under capital lease obligations, are computed using
          the straight-line method based on the estimated useful lives of the
          assets. Accelerated depreciation methods are used for tax purposes.
          The estimated useful lives of the assets for financial statement
          purposes are as follows:

                    Buildings and improvements              31.5 to 40 years
                    Machinery and equipment                    3 to 20 years
                    Office equipment                           5 to 10 years
                    Vehicles                                   3 to 5 years

          DEBT DISCOUNT AND EXPENSE:

          Debt discount and expense are amortized on a straight-line basis,
          which does not differ materially from the interest method, by charges
          to expense over periods from date of issue to date of maturity.

          PRODUCT WARRANTY COSTS:

          Anticipated costs related to product warranty are expensed when the
          products are sold.

          REVENUE RECOGNITION:

          Sales and related cost of sales for trailers manufactured according to
          sales contracts are recorded when the trailers are available for
          pick-up or delivery as ordered and invoiced. Trailers manufactured to
          customer specifications have no right of return or exchange
          privileges. Sales and related cost of sales for goods and services
          other than trailers are recorded when goods are shipped and services
          are rendered to customers.

          ADVERTISING COSTS:

          Costs incurred for producing and communicating advertising are
          expensed when incurred.

                                       27
<PAGE>   28

1.     DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        Continued:

          INCOME TAXES:

          The Company provides for income taxes based upon earnings reported for
          financial statement purposes. Deferred tax assets and liabilities are
          established for temporary differences between financial statement and
          tax accounting bases using currently enacted tax rates in effect for
          the years in which the differences are expected to reverse. A
          valuation allowance is established for any deferred tax asset for
          which realization is not likely.

          RECLASSIFICATIONS:

          Certain amounts in previously issued financial statements were
          reclassified to conform to the 1999 presentation.


2.     ACQUISITIONS:

       On March 31, 1997, RVM purchased all the issued and outstanding shares of
       capital stock of Albex and SABI from Jacob Pollock (Pollock), the owner
       of all of the shares of Albex and SABI and an officer, director, and the
       majority shareholder (holding 87.16% of the outstanding common stock as
       of March 31, 1997) of RVM.

       The purchase price of the Albex and SABI shares will be equal to seven
       times the average earnings of Albex and SABI, computed for each company,
       before interest and taxes (plus depreciation and amortization and less
       capital expenditures) for the fiscal years ending March 31, 1999 and
       March 31, 2000, less all interest bearing debt, all determined in
       accordance with generally accepted accounting principles (Albex and SABI
       Purchase Prices).

       Neither the Albex Purchase Price nor the SABI Purchase Price can be
       determined until the respective earnings of Albex and SABI for the fiscal
       year ending March 31, 2000 are known. Payment of the respective Purchase
       Prices will be recorded as dividends to Pollock at that time. Based
       solely upon the results for the year ended March 31, 1999, the pro forma
       calculation of the amount of the Albex Purchase Price would be zero due
       to the loss and capital expenditures incurred by Albex. The pro forma
       calculation of the SABI Purchase Price, based solely upon the results for
       the year ended March 31, 1999, would be $3,666,980.

       The Albex and SABI Purchase Prices will be paid over a five-year term,
       with interest thereon, at the rate of eight percent (8%) per annum,
       accruing from and after July 1, 2000. Payments of principal only will be
       due on July 1, 2000, and payments of principal and interest will be due
       on August 1, 2000, and on the first day of each month thereafter.
       Payments on these notes are subordinated to the repayment of
       substantially all other notes payable and long-term debt.

                                       28
<PAGE>   29
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------

3.     INVENTORIES:

<TABLE>
<CAPTION>
       March 31                                         1999             1998
                                                    -------------    ------------
<S>                                                <C>              <C>
         Raw materials                               $ 5,782,364     $ 7,233,712
         Work in process                               2,160,389       1,202,107
         Finished goods                                2,755,156       2,960,450
                                                     -----------     -----------
                                                     $10,697,909     $11,396,269
                                                     ===========     ===========
</TABLE>

       The reserve to reduce the carrying value of inventories from current
       cost to the LIFO basis amounted to approximately $1,853,000 and
       $1,996,000 at March 31, 1999 and 1998, respectively.

4.     PROPERTY, PLANT AND EQUIPMENT:

<TABLE>
<CAPTION>
       March 31                                          1999           1998
                                                     -----------     -----------
<S>                                                <C>             <C>
        Buildings and improvements                   $ 8,185,032     $ 8,029,924
        Machinery and equipment                       19,948,895      18,109,610
        Office equipment                               1,145,277       1,122,296
        Vehicles                                         826,610         559,935
        Construction in progress                       4,213,055       1,001,126
                                                     -----------     -----------

                                                      34,318,869      28,822,891

        Less accumulation depreciation
        and amortization                               8,856,454       7,532,320
                                                     -----------     -----------

                                                      25,462,415      21,290,571
        Land                                             329,212         385,912
                                                     -----------     -----------

                                                     $25,791,627     $21,676,483
                                                     ===========     ===========
</TABLE>

       Approximately $2,800,000, $3,200,000 and $3,390,000 of capital
       expenditures were incurred in 1999, 1998 and 1997, respectively, for a
       new production facility and casting house in Canton, Ohio. These capital
       expenditures include capitalized interest of $35,734, $66,480 and $10,440
       in 1999, 1998 and 1997, respectively.

       In addition, during 1996, Albex received a grant from the State of Ohio
       aggregating $375,000 which was deducted from the cost of purchased
       machinery and equipment. This grant was required to be used for the
       purchase of machinery and equipment at the Canton, Ohio facility. The
       terms of the grant also require Albex to employ a specified number of
       employees at this facility.

                                       29
<PAGE>   30
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------


4.     PROPERTY, PLANT AND EQUIPMENT, Continued:

       Approximately $2,642,000, $705,000 and $233,000 of capital expenditures
       were incurred in 1999, 1998 and 1997, respectively, for a new production
       facility in Kent, Ohio. These capital expenditures include capitalized
       interest expense net of capitalized interest income of $113,426, $25,269,
       and $58,951 in 1999, 1998 and 1997, respectively.

       Rent expense was approximately $219,000, $172,000 and $238,000 in 1999,
       1998 and 1997, respectively.

5.     NOTE PAYABLE--BANK:

       On September 30, 1998, the Company entered into a line of credit
       agreement with FirstMerit Bank, N.A. (FM) replacing its existing
       agreements. The agreement provides for borrowings up to $20,000,000 based
       on eligible accounts receivable and inventories expiring on August 31,
       2000. Interest is at FM's prime rate (7.75% at March 31, 1999) minus
       1/4%. The agreement is collateralized by accounts receivable, inventory,
       equipment, cash, intangibles and certain real estate. There are covenants
       relating to the payment of dividends, acquiring treasury stock, the
       creation of additional indebtedness, minimum tangible net worth, and cash
       flow coverage. The Company was not in compliance with the cash flow
       coverage covenant for the year ended March 31, 1999, and on June 21,
       1999, the Company received a waiver of such noncompliance from the
       lender. The Company expects to be in compliance with this covenant for
       the year ending March 31, 2000. The Company could have borrowed
       approximately $2,260,000 more than the amount owed FM at March 31, 1999.
       The Company owed $13,237,473 under this agreement at March 31, 1999.

       On September 30, 1997, the Company and FM entered into a $5,000,000 fixed
       asset term loan agreement for the financing of certain existing and to be
       acquired fixed assets. Interest is at FM's prime rate. Repayment terms
       are interest only for two years and principal plus interest for seven
       years. The Company owed $5,000,000 under this agreement at March 31,
       1999.

       Jacob Pollock provided a $2,500,000 guarantee on the above loan
       agreements.

       At March 31, 1998, the Company owed $13,579,800 to FM under several
       current and long-term lines of credit at interest rates ranging from
       FM's prime rate (8.5% at March 31, 1998) minus 1/4%.

                                       30
<PAGE>   31
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------


6.     LONG-TERM DEBT:

<TABLE>
<CAPTION>
       March 31                                                                     1999                        1998
                                                                             -------------------          ------------------
<S>                                                                        <C>                          <C>
         City of Kent, Ohio (a)                                              $      3,550,000             $      4,000,000

         Department of Development of the State of Ohio (b)                         1,480,141                    1,887,230

         State of Ohio Economic Development Revenue Bonds (c)                       1,235,000                    1,545,000

         Albex and SABI purchase prices (d)

         Fixed asset term loan agreement (see Note 5)                               5,000,000                    2,444,869

         7% subordinated debentures, payable in 2004, net of
           unamortized discount of $37,689 and $47,553                                412,011                      433,747

         Other                                                                        114,008                      304,626
                                                                             -------------------          ------------------
                                                                                   11,791,160                   10,615,472

         Less current portion                                                       1,579,252                    1,278,033
                                                                             -------------------          ------------------

                                                                             $     10,211,908             $      9,337,439
                                                                             ===================          ==================
</TABLE>

       (a)    City of Kent, Ohio Variable Rate Demand Industrial Development
              Revenue Bonds due in annual principal payments of $450,000 in 2000
              and 2001, $500,000 in 2002 through 2005, $150,000 in 2006 through
              2008, and $100,000 in 2009 and 2010. Interest is payable monthly
              and the rate varies weekly (3.3% and 4.0% at March 31, 1999 and
              1998, respectively). Payment to bondholders is guaranteed by a
              letter of credit in an amount equal to outstanding principal plus
              specified interest ($3,620,827 at March 31, 1999) expiring
              December 15, 1999, issued by FirstMerit Bank, N.A. at a rate of 1%
              per annum and collateralized by all equipment owned by Ravens and
              by the real estate at the Kent facility and cross-collateralized
              with the lines of credit described in Note 5. Proceeds from the
              loan agreement are held by a trustee and released to Ravens for
              approved capital expenditures at the Kent facility. $535,583 and
              $2,277,935 held by the trustee at March 31, 1999 and 1998,
              respectively, were invested in short-term commercial paper and a
              money market fund.

       (b)    Chapter 166 Direct Loan payable to the Department of Development
              of the State of Ohio, due in monthly installments of $35,566
              including interest at 3.0%. The loan matures December 2002 and is
              collateralized by substantially all machinery and equipment of
              Albex, the corporate guarantees of Ravens and SABI, and the
              personal guarantees of Jacob Pollock, Richard D. Pollock and
              Gertrude Pollock, the wife of Jacob Pollock.

                                       31
<PAGE>   32
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------

6.     LONG-TERM DEBT, Continued:

       (c) State of Ohio Economic Development Revenue Bonds are subject to a
           mandatory semiannual redemption schedule which requires monthly
           escrow payments of approximately $33,000 including interest at 5.6%.
           The bonds mature June 1, 2002, and are collateralized by
           substantially all machinery and equipment of Albex, the corporate
           guarantees of Ravens and SABI, and the personal guarantees of Jacob
           Pollock, Richard D. Pollock and Gertrude Pollock, the wife of Jacob
           Pollock.

           The Chapter 166 Direct Loan and the State of Ohio Economic
           Development Revenue Bonds contain covenants which limit Albex in
           certain areas including, among others, total long-term debt to
           tangible net worth, minimum tangible net worth and dividend payments.
           The State of Ohio has agreed to substitute RVM's financial statements
           in place of Albex's for the purpose of the financial covenant
           calculations.

       (d) See Note 2.

       Maturities for long-term debt are:

<TABLE>
<CAPTION>
                           Debt Listed Above         Albex and SABI         Note Payable--Bank
                                                        Notes (1)                  (2)                    Total
                           --------------------------------------------------------------------------------------------

<S>                       <C>                     <C>                     <C>                     <C>
         2000              $       1,579,252       $         516,200       $               0       $       2,095,452
         2001                      1,942,928                 806,200              13,237,473              15,986,601
         2002                      2,004,885                 806,200                       0               2,811,085
         2003                      1,702,081                 749,650                       0               2,451,731
         2004                      1,626,299                 435,000                       0               2,061,299
         Thereafter                2,935,715                       0                       0               2,935,715
                           -------------------     --------------------    --------------------    --------------------

                            $     11,791,160       $       3,313,250       $      13,237,473       $      28,341,883
                           ===================     ====================    ====================    ====================
</TABLE>

         (1)  See Note 12.

         (2)  See Note 5.

                                       32
<PAGE>   33
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------


7.     COMMITMENTS AND CONTINGENT LIABILITIES:

       The Company is involved in various claims and litigation arising in the
       ordinary course of business. Management believes that the outcome of such
       claims will not have a material adverse effect on the Company's financial
       position and results of operations and cash flows.

       At March 31, 1999 and 1998, Ravens was contingently liable as guarantor
       on certain sales contracts of customers in the amount of approximately
       $568,000 and $552,000, respectively, which are collateralized by the
       units sold. No reserve for losses has been provided because Ravens has
       incurred an insignificant amount of losses related to guaranteed sales
       contracts which generally have maturities less than five years. Ravens
       guarantees 10-20% of the outstanding balance owed to the finance company
       by the customers. Ravens recognizes revenue at the time the trailers are
       sold.

       See Note 2.

8.     INCOME TAXES:

       The provision (benefit) for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                  1999                    1998                    1997
                                            ------------------      ------------------      ------------------
<S>                                          <C>                     <C>                     <C>
          Current:
              Federal                        $      401,867          $      945,527          $      499,639
              State                                  33,683                  88,253                  34,163
                                            ------------------      ------------------      ------------------
                                                    435,550               1,033,780                 533,802

          Deferred                                  596,700                 451,300                 (28,340)
                                            ------------------      ------------------      ------------------

                                             $    1,032,250          $    1,485,080          $      505,462
                                            ==================      ==================      ==================
</TABLE>

                                       33
<PAGE>   34
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------


8.     INCOME TAXES, Continued:

       The sources of temporary differences which make up the deferred tax
       balances are as follows:

<TABLE>
<CAPTION>
        March 31                                                          1999                    1998
                                                                   -------------------      ------------------
<S>                                                              <C>                      <C>
        Deferred income tax assets:
           Warranty reserve                                        $        321,000         $        292,900
           Vacation                                                         110,000                   83,900
           Deferred interest and amortization of premium or
              discount on debt                                               85,000                   70,300
           Allowance for doubtful accounts                                   36,000                   32,700
           Inventory                                                        190,000                  162,600
           NOL carryforward                                                  57,000                   65,300
           Other non-deductible accruals                                    123,000                  111,200
           Other                                                                  0                   92,400
                                                                   -------------------      ------------------

                   Total deferred tax assets                                922,000                  911,300

        Deferred tax liabilities:
           Depreciable property                                          (1,729,000)              (1,155,700)
           Pension                                                          (14,000)                 (10,100)
           Other                                                            (41,000)                 (10,800)
                                                                   -------------------      ------------------

                   Total deferred tax liabilities                        (1,784,000)              (1,176,600)
                                                                   -------------------      ------------------

        Net deferred income taxes                                  $       (862,000)        $       (265,300)
                                                                   ===================      ==================
</TABLE>

       At March 31, 1999, the Company had available net operating loss
       carryforwards of approximately $168,000 for federal income tax purposes,
       which are subject to limitations based on Ravens' ability to generate
       future taxable income. These loss carryforwards expire in years through
       2006.

                                       34
<PAGE>   35
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------

8.     INCOME TAXES, Continued:

       A reconciliation of the federal statutory income tax rate to the
effective rate follows:

<TABLE>
<CAPTION>
                                                     1999                          1998                         1997
                                         -----------------------------  ---------------------------  ----------------------------
                                            Amount         Percent         Amount        Percent        Amount         Percent
                                         --------------  -------------  -------------  ------------  --------------  ------------

<S>                                   <C>                 <C>        <C>                <C>       <C>                 <C>
       Statutory amount and rate         $    872,301        34.0%      $  1,196,350       34.0%     $   486,190         34.0%
       Effect of:
          State taxes (net of
             utilization of tax loss           99,538         3.9            110,964        3.1           19,714          1.4
             carryforwards)
          Conversion from S
             Corporation to C
             Corporation for Albex
             and SABI                               0         0.0            261,000        7.4                0          0.0
          Non-deductible expenses              11,014         0.4              9,575        0.3            5,917          0.4
          Other                                49,397         1.9            (92,809)      (2.6)          (6,359)        (0.5)
                                         ------------        ----       ------------       ----      ----------          ----
                                         $  1,032,250        40.2%      $  1,485,080       42.2%     $  505,462          35.3%
                                         ============        ====       ============       ====      ==========          ====
</TABLE>

       Albex and SABI (See Note 2) had calendar year ends, were operated as
       S-corporations, and, as such, were not liable for federal or state income
       taxes. Effective April 1, 1997, both Albex and SABI are no longer
       S-corporations and are subject to federal, state and local income taxes.
       Accordingly, for informational purposes, the consolidated statements of
       operations include unaudited pro forma adjustments for income taxes which
       would have been recorded if Albex and SABI had been taxed as
       C-corporations, based on the tax laws in effect during those periods.

       The unaudited pro forma income tax benefit of $77,691 presented for 1998
       represents the pro forma income tax benefit related to the net loss
       incurred by Albex and SABI for the quarter ended March 31, 1997, at an
       effective tax rate of 36.7% for that period. Unaudited pro forma income
       tax (benefit) for the year ended March 31, 1997, is as follows:

<TABLE>
<CAPTION>
                                                       Unaudited
                                                   ------------------
          Deferred provision (benefit):
<S>                                              <C>
              Federal                               $     (250,036)
              State                                        (45,901)
                                                   ------------------

              Total                                 $     (295,937)
                                                   ==================
</TABLE>


                                       35
<PAGE>   36
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------

8.     INCOME TAXES, Continued:

       The differences between unaudited pro forma income taxes at the federal
       statutory income tax rate and unaudited pro forma income taxes for the
       year ended March 31, 1997, are as follows:

<TABLE>
<CAPTION>
                                                               Unaudited
                                                  -------------------------------------
                                                       Amount              Percent
                                                  -----------------    ----------------
<S>                                             <C>                      <C>
       Statutory amount and rate                  $     (275,787)          (34.0)%
       Effect of:
         State taxes (net of utilization of tax
           loss carryforwards)                           (22,415)           (2.7)
         Other                                             2,265             0.3
                                                  -----------------    ----------------

                                                  $     (295,937)          (36.4)%
                                                  =================    ================
</TABLE>


9.     RETIREMENT PLANS:

       RVM has defined contribution plans covering salaried and non-union hourly
       employees of the Company. The purpose of the plans is to provide
       financial security during retirement by providing employees with an
       incentive to make regular savings. Contributions of participating
       employees are matched on the basis of the percentages specified in the
       respective plans. The cost of such employer contributions was $94,669,
       $57,451 and $28,110 for 1999, 1998 and 1997, respectively.

       SABI participates in the GMP and Employers Pension Fund, a multi-employer
       defined benefit pension plan, that covers all of its hourly bargaining
       unit employees. Pension expense under this plan amounted to $20,002,
       $16,406 and $19,020 in 1999, 1998 and 1997, respectively. These
       contributions are determined in accordance with the provisions of a
       negotiated labor contract and generally are based on the amount of wages
       earned. Information as to SABI's portion of the accumulated plan
       benefits, plan net assets and unfunded vested benefits, if any, is not
       determinable.

       Ravens has a defined benefit pension plan covering approximately 30
       hourly employees at its service facility in Dover, Ohio. The plan
       provides benefits of specified amounts for each year of service. Plan
       assets at fair value exceeded the projected benefit obligation at March
       31, 1999 and 1998, and prepaid pension cost recognized in the balance
       sheet amounted to $36,685 and $26,769, respectively. Net pension cost for
       this plan was $11,751, $21,882 and $39,304 for 1999, 1998 and 1997,
       respectively.

       Effective July 1, 1996, Ravens terminated the defined benefit pension
       plan covering the former hourly employees at the former Elizabeth, West
       Virginia facility. Ravens contributed approximately $460,000 to the plan
       and recorded a settlement loss of $390,015 in 1997 for the termination of
       the plan.

                                       36
<PAGE>   37

                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------

10.    SERIES PREFERRED STOCK:

       RVM is authorized to issue 300,000 shares of series preferred stock, $.01
       par value, none of which was issued as of March 31, 1999. The features of
       the preferred stock may vary, among other things, as to the rate of
       dividend, conversion privilege and liquidation rights, based upon the
       resolution of the Board of Directors at the time of issuance.

11.    EARNINGS PER SHARE:

       Earnings per share is computed in accordance with Statement of Financial
       Accounting Standards No. 128, Earnings per Share, which requires the
       presentation of basic earnings per share and diluted earnings per share
       reflecting the potential dilution that could occur if all options or
       contracts to issue common stock were exercised or converted. Basic
       earnings per share is based on net income divided by the weighted average
       number of common shares outstanding. Weighted average number of common
       shares outstanding was 1,936,756, 1,935,776 and 1,938,140 in 1999, 1998
       and 1997, respectively. Basic earnings per share for the Company is the
       same as diluted earnings per share.

       Historical earnings per share information for 1997 is not presented
       because Albex and SABI were not tax paying entities in those years and,
       therefore, the historical results of operations are not indicative of the
       operating results of the Company on an ongoing basis.

12.    RELATED PARTY TRANSACTIONS:
       Albex is the obligor on a note payable to Jacob Pollock in the
       principal amount of $2,900,000 (Albex Note), and SABI is the obligor on
       a note payable to J. Pollock & Company, wholly owned by Pollock, in the
       principal amount of $1,131,000 (SABI Note). The Notes require
       payment over a five-year term, with interest thereon, at the rate of
       seven percent (7%) per annum, accruing from and after April 1, 1997. A
       payment of principal in the amount of $48,333 and interest on the Albex
       Note and in the amount of $18,850 and interest on the SABI Note is due
       on the first day of each month until the principal amount (and all
       interest thereon) of each Note has been paid in full; provided, however,
       that no payment of principal on either Note will be due during the
       period that RVM is making payments with respect to the Albex and SABI
       Purchase Prices. However, interest will continue to accrue and be paid
       during any period in which no principal payments are being made with
       respect to the Notes. An annual principal payment of $516,200 is due in
       2000, $806,200 is due in 2001 and 2002, $749,650 is due in 2003 and
       $435,000 is due in 2004. Payments with respect to these Notes are
       subordinated to the repayment of substantially all other notes payable
       and long-term debt.

                                       37
<PAGE>   38

                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------

12.    RELATED PARTY TRANSACTIONS, Continued:

       J. Pollock & Company, wholly owned by Jacob Pollock, purchases materials
       and provides or contracts for certain administrative services for the
       Company and charges the Company at its cost. Such transactions totaled
       $10,171, $634,151 and $348,417 in 1999, 1998 and 1997, respectively. J.
       Pollock & Company provided management services to the Company under
       agreements which terminated on December 31, 1997. The Company paid $-0-,
       $330,000 and $428,000 in 1999, 1998 and 1997, respectively, for these
       services.

       The Company leases office and manufacturing space from a corporation in
       which Richard Pollock and Bruce Pollock are shareholders. The lease is
       for five years expiring December 31, 1999 at a monthly base rent of
       $9,300 with annual increases determined by the change in the Consumer
       Price Index, plus the Company's share of utilities, real estate taxes,
       insurance, and property maintenance. The Company paid approximately
       $139,000, $116,000 and $114,000 in 1999, 1998 and 1997, respectively.
       Richard Pollock and Bruce Pollock are sons of Jacob Pollock.

       Since September 1, 1997, the Company has leased office space from Pollock
       Real Estate, Ltd., of which Pollock and his wife are members. The lease
       is for three years expiring August 31, 2000 at a monthly base rent of
       $5,500 plus the Company's share of utilities, real estate taxes,
       insurance, and property maintenance.
       The Company paid $85,805 and $44,192 in 1999 and 1998, respectively.

       The Company purchased aluminum materials from The Aluminum Warehouse,
       Inc., of which Richard Pollock and his family are shareholders, totaling
       $91,560, $114,356 and $87,918 in 1999, 1998 and 1997, respectively. The
       Company sold aluminum extrusions to The Aluminum Warehouse, Inc. totaling
       $853,747, $1,306,480 and $409,434 in 1999, 1998 and 1997, respectively.
       $157,121 and $222,657 was receivable at March 31, 1999 and 1998.

       The Company hired temporary personnel from Flex-Team Incorporated, wholly
       owned by the Jacob Pollock Irrevocable Trust, of which Richard Pollock
       and other family members are beneficiaries, totaling $516,485, $160,518
       and $245,233 in 1999, 1998 and 1997, respectively. $93,514 and $47,993
       was owed at March 31, 1999 and 1998, respectively.

       See Note 2 regarding acquisitions from and notes payable to related
       parties.

       Management believes that the terms of the above transactions are
       comparable to those which would have been obtainable from unaffiliated
       sources.

                                       38
<PAGE>   39

                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------


13.    STOCK OPTIONS:

       RVM's 1993 Stock Option Plan (Plan) provides for the granting of options
       to acquire up to 150,000 shares of the Company's common stock. The Plan
       authorizes the granting of incentive stock options to employees of the
       Company and nonqualified stock options to employees, officers and
       directors, whether or not on the Company's payroll or otherwise paid for
       services. The Plan provides that the option price shall not be less than
       100% of the current market price of the stock on the date of the grant,
       that the option is exercisable when granted, and that the term of the
       option shall be fixed at the date of the grant and shall not exceed ten
       years. The Plan terminates on July 7, 2003. At March 31, 1999, there were
       107,979 shares available to be optioned under the Plan. The Company has
       selected the disclosure-only option of Statement of Financial Accounting
       Standards No. 123, Accounting for stock-based Compensation (SFAS 123). In
       accordance with SFAS 123, RVM accounts for its Stock Option Plan in
       accordance with Accounting Principles Board Opinion No. 25, Accounting
       for Stock Issued to Employees (APB 25), and related Interpretations.
       Under APB 25, because the exercise price of the Company's employee stock
       options equals or exceeds the market price of the underlying stock on the
       date of grant, no compensation expense is recognized.

       Pro forma information regarding net income and earnings per share is
       required by SFAS 123, which also requires that the information be
       determined as if the Company has accounted for its employee stock options
       granted subsequent to March 31, 1995 under the fair value method of that
       Statement. The fair value for these options was estimated at the date of
       grant using a Black-Scholes option pricing model with the following
       weighted-average assumptions for 1998: risk-free interest rate of 5.7%; a
       dividend yield of 0%; volatility factor of the expected market price of
       the Company's common stock of 30%; and a weighted-average expected life
       of the options of four years. The option valuation model requires the
       input of highly subjective assumptions, primarily stock price volatility,
       changes in which can materially affect the fair value estimate. The
       weighted-average fair values of stock options granted during 1998 was
       $3.85.

       For purposes of pro forma disclosures, the estimated fair value of the
       options is amortized to expense over the options' vesting period. There
       were no options granted by the Company in 1999. The options granted by
       the Company in 1998 were fully vested, and therefore the total estimated
       fair value of the options was recognized as expense in the 1998 amounts
       below. The Company's pro forma information follows:

<TABLE>
<CAPTION>
                                                1999              1998             1997
                                            -------------    ---------------    -----------
<S>                                         <C>              <C>                <C>
             Net income (loss):
                 As reported                $   1,533,341    $     1,821,944    $    80,939
                 Pro forma                      1,533,341          1,698,662         80,939

             Earnings (loss) per share:
                 As reported                $        0.79    $          0.94    $      0.19
                 Pro forma                           0.79               0.88           0.19
</TABLE>

                                       39
<PAGE>   40

                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued

                                   ----------

13.    STOCK OPTIONS, Continued:

       A summary of the Company's stock option activity and related information
       for the years ended March 31 follows:

<TABLE>
<CAPTION>
                                                     1999                        1998                        1997
                                            ---------------------       ----------------------      ---------------------
                                                        Weighted-                    Weighted-                 Weighted-
                                                         Average                     Average                   Average
                                                        Exercise                     Exercise                  Exercise
                                            Options      Price          Options       Price         Options     Price
                                             ------      -------         ------       -------        ------    ----------
<S>                                          <C>         <C>             <C>          <C>            <C>        <C>
         Outstanding at beginning of         39,521      $ 10.60         10,000       $  4.00        10,000     $ 4.00
           year
         Granted                                  0                      32,021         12.15             0
         Exercised                             (250)        4.00         (2,500)         4.00             0
         Forfeited or cancelled                   0                           0                           0
                                             ------                      ------                      ------
         Outstanding and exercisable at
           end of year                       39,271      $ 10.65         39,521       $ 10.60        10,000     $ 4.00
                                             ======      =======         ======       =======        ======     ======
</TABLE>




       The following table summarizes information about the Company's stock
       options outstanding at March 31, 1999:

<TABLE>
<CAPTION>
                                                            Weighted-       Weighted-Average
                             Options         Options         Average       Remaining Contractual
            Grant Date     Outstanding     Exercisable    Exercise Price     Life (Years)
            ----------     -----------     -----------    --------------     ------------
<S>            <C>            <C>            <C>               <C>                  <C>
               1998           32,021         32,021            $12.15               4
               1995            7,250          7,250 (a)          4.00               0
</TABLE>

(a)      In April 1999, 500 of these options were exercised and the remainder
         expired.

14.    ADVERTISING COSTS:

       Advertising costs included in selling, general and administrative expense
       were $220,790, $229,455 and $198,653 in 1999, 1998 and 1997,
       respectively.

15.    CONCENTRATIONS:

       Financial instruments which potentially subject the Company to
       concentrations of credit risk consist primarily of accounts receivable.
       The Company performs ongoing credit evaluations of its customers and does
       not usually require collateral. The Company maintains a reserve for
       potential credit losses.

       The principal raw material used by the Company is aluminum. The Company
       purchases aluminum from several suppliers and believes that there are
       ready supplies of aluminum available for its needs at acceptable prices.
       A significant increase in the price or an interruption in the supply of
       aluminum could have a material adverse effect on the Company's operating
       results.


                                       40
<PAGE>   41
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------



16.    FAIR VALUE OF FINANCIAL INSTRUMENTS:

       The carrying amounts reported in the balance sheets for cash and cash
       equivalents, accounts receivable, funds held by trustee for capital
       expenditures, note payable and accounts payable approximate their fair
       market values.

       The fair value of the Company's long-term debt was estimated using quoted
       market rates for similar debt or a discounted cash flow analysis based
       upon the Company's estimated incremental borrowing rates for similar
       types of debt. The fair value of the long-term debt at March 31, 1999 and
       1998, was estimated to approximate the carrying amount reported in the
       balance sheets.

17.    IMPAIRMENT OF LONG-LIVED ASSETS:

       In accordance with Statement of Financial Accounting Standards No. 121,
       Accounting for the Impairment of Long-Lived Assets and for Long-Lived
       Assets to be Disposed Of (SFAS 121), the Company reviewed its assets
       associated with its production facilities and determined that various
       assets would no longer be used in the business. These assets consisted
       primarily of dies and various machinery and equipment. Additionally,
       Albex reduced the value of certain equipment to better reflect the
       estimate of future cash flows expected to result from the use of the
       respective equipment and recorded an impairment loss of $371,768 during
       1997.

18.    SUPPLEMENTAL CASH FLOW INFORMATION:

       (A)      Cash payments for interest (net of amounts capitalized):
                1999--$1,844,181; 1998--$1,589,500; and 1997--$1,083,960.

       (B)      Cash payments for income taxes: 1999--$174,563;
                1998--$1,632,550 and 1997--$408,264.


                                       41
<PAGE>   42
                              RVM INDUSTRIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, Continued
                                   ----------


19.    BUSINESS SEGMENTS:

       Each of RVM's subsidiaries operates in one business segment. See Note 1
       for a description of the segments. The Company's three reportable
       business segments are managed separately based on fundamental differences
       in their operations. Intersegment sales generally are priced at
       prevailing market prices.

<TABLE>
<CAPTION>
             1999                                RAVENS            ALBEX            SABI          ELIMINATIONS      CONSOLIDATION
--------------------------------              --------------    ------------    --------------    -------------     --------------
<S>                                           <C>               <C>             <C>               <C>               <C>
Sales to customers                            $ 50,814,218      $21,068,053     $11,152,760       $         0       $83,035,031
Intersegment sales                                       0        6,228,173             461        (6,228,634)                0
                                              ------------      -----------     -----------       -----------       -----------

     Net sales                                $ 50,814,218      $27,296,226     $11,153,221       $(6,228,634)      $83,035,031
                                              ============      ===========     ===========       ===========       ===========

Income (loss) from operations                 $  4,667,478      $(1,031,313)    $   577,180       $     2,543       $ 4,215,888
Depreciation and amortization                      605,085        1,274,393         163,695                 0         2,043,173
Capital expenditures                             3,730,536        2,821,325          66,318                 0         6,618,179
Assets                                          23,228,234       22,868,738       3,381,966          (479,048)       48,999,890

             1998
--------------------------------

Sales to customers                            $ 52,843,370      $15,758,100     $11,301,768       $         0       $79,903,238
Intersegment sales                                       0        6,813,863             855        (6,814,718)                0
                                              ------------      -----------     -----------       -----------       -----------

     Net sales                                $ 52,843,370      $22,571,963     $11,302,623       $(6,814,718)      $79,903,238
                                              ============      ===========     ===========       ===========       ===========

Income (loss) from operations                 $  4,878,058      $  (578,767)    $   653,135       $   (16,126)      $ 4,936,300
Depreciation and amortization                      543,623          930,419         152,871                 0         1,626,913
Capital expenditures                             1,164,343        3,164,284         120,369                 0         4,448,996
Assets                                          23,769,518       20,963,376       3,951,223          (336,087)       48,348,030

             1997
--------------------------------

Sales to customers                            $ 41,652,421      $ 8,693,952     $11,291,848       $         0       $61,638,221
Intersegment sales                                       0        4,495,653           2,774        (4,498,427)                0
                                              ------------      -----------     -----------       -----------       -----------

     Net sales                                $ 41,652,421      $13,189,605     $11,294,622       $(4,498,427)      $61,638,221
                                              ============      ===========     ===========       ===========       ===========

Income (loss) from operations                 $  2,369,057      $  (896,899)    $   513,038       $   (24,424)      $ 1,960,772
Depreciation and amortization                      556,126          653,853         166,117                 0         1,376,096
Capital expenditures                               372,325        3,391,541          56,735                 0         3,820,601
Assets                                          19,908,167       15,103,090       3,556,118                 0        38,567,375
</TABLE>


20.    SUBSEQUENT EVENT (UNAUDITED):

       On April 8, 1999, the Company purchased the equipment and inventory of
       a steel trailer manufacturing plant located in Knox, Indiana for
       approximately $1.2 million.


                                       42

<PAGE>   43



                              RVM INDUSTRIES, INC.

           SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                for the years ended March 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
             Column A                    Column B                    Column C                   Column D         Column E
------------------------------------   --------------                                         -------------    -------------
                                                          -------------------------------
                                                                    Additions
                                                          -------------------------------
                                        Balance at         Charged to        Charged to                         Balance at
                                       Beginning of         Cost and           Other           Deductions         End of
            Description                   Period            Expenses          Accounts             (A)            Period
------------------------------------   --------------     --------------    -------------     -------------    -------------
<S>                                      <C>                <C>               <C>               <C>              <C>
Allowance for doubtful accounts

   Period ended:

     March 31, 1999                      $   87,000         $   38,718        $      0          $   18,718       $  107,000

     March 31, 1998                         112,000            123,480               0             148,480           87,000

     March 31, 1997                         103,000            154,630               0             145,630          112,000
</TABLE>




(A)      Uncollectible accounts written off, net of recoveries.

                                       43
<PAGE>   44




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

             At a meeting held on December 15, 1997, the Board of Directors of
             the Company approved the engagement of Ernst & Young LLP as its
             independent auditors for the fiscal year ending March 31, 1998, to
             replace PricewaterhouseCoopers LLP (formerly Coopers & Lybrand
             L.L.P.), who were dismissed as auditors of the Company. The Audit
             Committee of the Board of Directors approved the change in auditors
             on December 15, 1997.

             The report of Coopers & Lybrand L.L.P. on the Company's financial
             statements for the year ended March 31, 1997, did not contain an
             adverse opinion or a disclaimer of opinion and was not qualified or
             modified as to uncertainty, audit scope, or accounting principles.

             In connection with the audits of the Company's financial statements
             for the fiscal year ended March 31, 1997, there were no
             disagreements with PricewaterhouseCoopers LLP on any matters of
             accounting principles or practices, financial statement disclosure,
             or auditing scope and procedures which, if not resolved to the
             satisfaction of PricewaterhouseCoopers LLP, would have caused
             PricewaterhouseCoopers LLP to make reference to the matter in their
             report.

                                       44
<PAGE>   45


                                   Part III

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

             The directors and executive officers of the Registrant are listed
             below:


<TABLE>
<CAPTION>
         Name                      Age      Since                        Position
----------------------------       ---      ---------------------        -------------------------------
<S>                               <C>      <C>                           <C>
         Jacob Pollock             74       May 3, 1991                  Chairman of the Board, Chief
                                            (term expires in 1999)       Executive Officer, and Treasurer

         Nicholas T. George        54       May 3, 1991                  Secretary and Director
                                            (term expires in 2000)

         Richard D. Pollock        43       May 3, 1991                  President and Director
                                            (term expires in 2001)
         C. Stephen Clegg          48       May 3, 1991                  Director
                                            (term expires in 2001)
         Louis N. Strike           52       September 9, 1998            Director
                                            (term expires in 2000)
         Lowell P. Morgan          64       July 1, 1991                 President of Ravens, Inc.
</TABLE>

             All years in Item 10 refer to calendar years.

             Mr. Jacob Pollock has been Chairman of the Board of Directors,
        Chief Executive Officer, and Treasurer since May 3, 1991, the date he
        acquired controlling interest in the Company. He has been Chairman of
        the Board and President of J. Pollock & Company, a company principally
        engaged in the sale of aluminum, private investment, and consulting,
        since April 1989. He was Chief Executive Officer of Barmet Aluminum
        Corporation, an aluminum company, from 1949-1989. He serves as a
        Director of Mid-West Spring Manufacturing Company, Inc., Diamond Home
        Services, Inc. and several nonpublic companies.

             Mr. George, an Attorney, was President of the law firm of Nicholas
        T. George & Associates from 1979 to 1997. He joined the law firm of
        Buckingham, Doolittle & Burroughs, LLP as a partner in 1997.

             Mr. Richard Pollock has served as President of RVM since March 31,
        1997, President of Albex since May 1991 and as a Vice President of J.
        Pollock & Company since February 1990. Prior to joining J. Pollock &
        Company, he was employed as a Vice President and then President of
        Barmet Aluminum Corporation for more than five years.
        Richard Pollock is the son of Jacob Pollock.

                                       45
<PAGE>   46

             Mr. Clegg has served as Chairman of the Board of Directors and
        Chief Executive Officer of Diamond Home Services, Inc. since February
        1996. He has served as Chairman of the Board of Directors of Mid-West
        Spring Manufacturing Company, Inc. and Globe Building Materials, Inc.
        for more than five years, and he is a Director of Birmingham Steel
        Corporation.

             Mr. Strike has served as Managing Director and Partner of
        Ballenger, Strike and Associates LLP, management consultants, from
        January 1996 to present; and President, CINPAC, Inc., a food processing
        and packaging contractor, from April 1992 to December 1995.

             Mr.  Morgan had  previously  been employed by the Company from 1959
        to 1983. During his former tenure with the Company, he served as an
        officer and director for many years. Subsequently, he was Product
        Manager for East Manufacturing Corporation from 1983-1990 and Vice
        President of Travis Body and Trailer, Inc. from 1990-1991. All of his
        former employers manufactured truck trailers.

             Officers serve at the pleasure of the Board of Directors
         without specific terms of office.

        SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

             Based solely upon a review of copies of Forms 3, 4 and 5 furnished
        to RVM during or with respect to the fiscal year ended March 31, 1999,
        RVM is not aware of any person subject to Section 16 of the Securities
        Exchange Act of 1934 with respect to RVM that failed to file on a timely
        basis reports required by Section 16(a) during the most recent fiscal
        year or prior fiscal years.

                                       46
<PAGE>   47


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

             The following table discloses compensation in excess of $100,000
        awarded to, earned by or paid to any executive officer:

<TABLE>
<CAPTION>
           Name and Principal                      Fiscal                                                         All Other
                 Position                           Year             Salary               Bonus                 Compensation(1)
           ------------------                     --------          --------             -------                ---------------
<S>                                                <C>           <C>                    <C>                       <C>
         Jacob Pollock (2)
           Chief Executive Officer                  1999          $   125,000            $       0                 $      0
                                                    1998              127,600                    0                        0

         Richard D. Pollock (2)
           President                                1999              187,748                    0                    3,857
                                                    1998              183,700                    0                    5,511

         Lowell P. Morgan
           President, Ravens, Inc.                  1999               90,848               20,732                    1,511
                                                    1998               82,944               21,580                    1,045
                                                    1997               82,975               20,836                    1,038
</TABLE>

        (1) Amount contributed to the named person's 401(k) plan account.

        (2) Jacob Pollock and Richard D. Pollock did not receive any cash or
        noncash compensation from the Company until January 1, 1998. The Company
        paid $-0-, $330,000 and $428,000 in 1999, 1998 and 1997, respectively,
        to J. Pollock & Company for general management services. The
        compensation disclosed was paid by the Company from January 1, 1998 to
        March 31, 1998, and by J. Pollock & Company from April 1, 1997 to
        December 31, 1997.

             In 1993, RVM adopted a Stock Option Plan which provides for the
        granting of options to acquire up to 50,000 shares of its common stock.
        The Plan authorizes the granting of incentive stock options to employees
        of the Company and nonqualified stock options to employees, officers and
        directors, whether or not on the Company's payroll or otherwise paid for
        services. The Plan provides that the option price shall not be less than
        100% (110% in the case of a person owning more than 10% of the Company's
        stock) of the current market price of the stock on the date of the grant
        and that the term of the option shall be fixed at the date of the grant.
        The Plan terminates on July 7, 2003.

             Directors of RVM are paid $1,000 for Board of Directors meetings
        which they attend. Additional compensation is not paid for committee
        meetings. In 1995, C. Stephen Clegg and Nicholas T. George were each
        granted options to purchase 250 shares of common stock. The options have
        an exercise price of $4.00 per share and were exercised prior to
        expiration. In 1998, Mr. Clegg and Mr. George were each granted options
        to purchase 1,000 shares of common stock. The options have an exercise
        price of $12.00 per share and expire on March 27, 2003.

                                       47
<PAGE>   48



        The following table discloses information on options for the named
executive officers:

<TABLE>
<CAPTION>
                         Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
  ------------------------------------------------------------------------------------------------------------------------
                                                                 Number of Securities           Value of Unexercised
                                                                  Underlying Unexercised        In-the-Money Options at
                                                               Options at March 31, 1999 (#)       March 31, 1999 ($)
                                                               -----------------------------   ---------------------------
                                   Shares
                                 Acquired on      Value
                 Name           Exercise (#)     Realized       Exercisable   Unexercisable    Exercisable   Unexercisable
         -------------------    -------------   ----------      -----------   -------------    -----------   -------------
<S>                              <C>                            <C>               <C>       <C>                 <C>
         Jacob Pollock                                              4,000             0         $      0            $  0
         Richard D. Pollock                                         4,625             0                0               0
         Lowell P. Morgan                                           4,700             0                0               0
</TABLE>


        COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

             The Compensation  Committee of RVM's Board of Directors  consists
         of Jacob Pollock, Chief Executive Officer, and C. Stephen Clegg. Mr.
         Pollock is a Director and Mr. Clegg is Chairman of the Board of
         Directors of Mid-West Spring Manufacturing Company, Inc. and Diamond
         Home Services, Inc., public companies, and Globe Building Products,
         Inc., a nonpublic company. Mr. Pollock is a member of the Compensation
         and Benefits Committee of the Board of Directors of Mid-West Spring
         Manufacturing Company, Inc.

        REPORT OF COMPENSATION COMMITTEE

             The Committee has not formulated policies for compensation to Mr.
        Pollock or other executive officers which relate compensation to
        corporate performance. The compensation of each executive officer is
        determined by negotiation between the executive officer and Mr. Pollock
        subject to the approval of the Committee and the Board of Directors.

                           By: Jacob Pollock, Chairman
                                C. Stephen Clegg

        PERFORMANCE GRAPH

             The following line graph shows a comparison of cumulative total
        returns, assuming reinvestment of dividends, for a hypothetical
        investment of $100 made on March 31, 1994, in the common stock of RVM,
        the NASDAQ Composite Index, and an index of peer companies (peer group)
        selected by RVM. The peer group consists of the following companies:
        Dorsey Trailers, Inc., Featherlite Mfg., Inc., Miller Industries,
        Inc./TN, Wabash National Corp., Supreme Industries, Inc., Easco, Inc.,
        International Aluminum Corporation, and Tredegar Industries, Inc.

                                       48
<PAGE>   49

             RVM believes that the large returns in 1998 and 1997 are due to
        J.C. Bradford & Co. making a market in RVM's common stock beginning in
        the first quarter of 1997 and Herzeg Heine Geduld making a market
        beginning in the fourth quarter of 1998. In addition, the Company
        retained investor relations consultants in January 1998. Prior to May
        1996, RVM's common stock did not actively trade, but a market maker
        quoted bid prices and traded shares infrequently. The decrease in 1999
        may be attributed to lower profits and the low volume of trades.

<TABLE>
<CAPTION>
                                RVM                  NASDAQ
                             Industries,           Composite               Peer
                                 Inc.                Index                 Group
                             -----------           ----------             -------

<S>                          <C>                     <C>                  <C>
         3/31/94                 100.00                100.00               100.00
         3/31/95                 250.00                111.25               130.93
         3/31/96                 187.50                151.06               115.41
         3/31/97               1,374.99                167.85               147.22
         3/31/98               2,999.96                264.00               205.27
         3/31/99               1,102.04                342.51               168.66
</TABLE>




                                       49

<PAGE>   50
                    COMPARISON OF CUMULATIVE TOTAL RETURNS*


                                    [GRAPH]


$3,500.00

$3,000.00

$2,500.00

$2,000.00

$1,500.00

$1,000.00

  $500.00

    $0.00
           1994     1995       1996       1997       1998       1999

                                     YEARS

*TOTAL RETURN BASED ON $100 INITIAL INVESTMENT & REINVESTMENT OF DIVIDENDS

--------------------------------------------------------------------------------
-*-RVM INDUSTRIES                 -O- Nasdaq US               --PEER GROUP
--------------------------------------------------------------------------------


                                       50
<PAGE>   51




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

             The only owner of record or holder, to the knowledge of RVM as of
June 7, 1999, of more than 5% of RVM's Common Stock is set forth in the
following table:

<TABLE>
<CAPTION>
               Title of                Name and Address of                      Amount and Nature of         Percent of
                Class                   Beneficial Owner                        Beneficial Ownership           Class
         ----------------------      ----------------------------------      --------------------------      ------------
<S>                                  <C>                                      <C>                            <C>
         Common Stock                Jacob Pollock                               1,628,708 (1)(2)               84.08%
                                     753 W. Waterloo Road
                                     Akron, Ohio  44314

                                     Richard D. Pollock                            120,270 (3)(2)                6.21
                                     753 W. Waterloo Road
                                     Akron, Ohio  44314
</TABLE>

             The following shows the ownership of RVM's Common Stock
        beneficially owned directly or indirectly by each director, and by all
        directors and officers of RVM as a group, as of June 7, 1999:
<TABLE>
<CAPTION>

               Title of                Name and Address of Beneficial             Amount and Nature of              Percent of
                Class                              Owner                          Beneficial Ownership                 Class
         ----------------------      ----------------------------------      -------------------------------      ----------------
<S>                                <C>                                       <C>                                  <C>
         Common Stock                Jacob Pollock                                     1,628,708 (1)(2)               84.08%
                                     Nicholas T. George                                   57,940 (3)(4)                2.98
                                     C. Stephen Clegg                                        250                       0.01
                                     Richard D. Pollock                                  120,270 (3)(2)                6.21

                                     All directors and officers as a
                                     group (6 persons)                                 1,710,993                      88.31
</TABLE>

         (1)      Jacob Pollock has sole voting and investment power with
                  respect to 1,589,743 shares.

         (2)      38,735 shares are held by the Pollock Family Foundation. Jacob
                  Pollock, Gertrude Pollock, Rick Pollock and Bruce Pollock, as
                  trustees, equally share voting and investment power with
                  respect to the shares.

         (3)      57,690 shares are held in an irrevocable trust for the benefit
                  of Richard Pollock's children. Richard Pollock and Nicholas T.
                  George, as co-trustees, equally share voting and investment
                  power with respect to these shares. 19,230 shares listed for
                  Richard Pollock are owned by his spouse; Mr. Pollock disclaims
                  beneficial ownership of these shares. The remaining 4,615
                  shares are owned directly by Mr. Pollock.

         (4)      Nicholas George has sole voting and investment power with
                  respect to 250 shares.

         No preferred stock is currently outstanding.

                                       51
<PAGE>   52


        ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                  ----------------------------------------------

            J. Pollock & Company, wholly owned by Jacob Pollock, a Director and
        majority shareholder of RVM, purchases materials and provides or
        contracts for certain administrative services for the Company and
        charges the Company at its cost. Such transactions totaled $10,171 in
        1999. J. Pollock & Company provided management services to the Company
        under agreements which terminated on December 31, 1997. The Company paid
        $-0- in 1999 for these services. $-0- was owed at March 31, 1999.

            The Company leases office and manufacturing space from a corporation
        in which Richard Pollock and Bruce Pollock are shareholders. The lease
        is for five years expiring December 31, 1999 at a monthly base rent of
        $9,300 with annual increases determined by the change in the Consumer
        Price Index, plus the Company's share of utilities, real estate taxes,
        insurance, and property maintenance. The Company paid approximately
        $139,000 in 1999. Richard Pollock and Bruce Pollock are sons of Jacob
        Pollock.

            Since September 1, 1997, the Company has leased office space from
        Pollock Real Estate, Ltd., of which Jacob Pollock and his wife are
        members. The lease is for three years expiring August 31, 2000 at a
        monthly base rent of $5,500 plus the Company's share of utilities, real
        estate taxes, insurance and property maintenance. The Company paid
        $85,805 in 1999.

            The Company  purchased  aluminum  materials from The Aluminum
        Warehouse, Inc., of which Richard Pollock and his family are
        shareholders, totaling $91,560 in 1999. $12,549 was owed at March 31,
        1999. The Company sold aluminum extrusions to The Aluminum Warehouse,
        Inc. totaling $853,747 in 1999. $157,121 was owed at March 31, 1999.

            The Company hired temporary personnel from Flex-Team Incorporated,
        wholly owned by the Jacob Pollock Irrevocable Trust, of which Richard
        Pollock and other family members are beneficiaries, totaling $516,485 in
        1999. $93,514 was owed at March 31, 1999.

            See Notes 2 and 12 to the consolidated financial statements
        regarding acquisitions from and notes payable to related parties. See
        Notes 5 and 6 to the consolidated financial statements regarding
        guarantees of certain debt of the Company by related parties.

            Management believes that the terms of the above transactions are
        comparable to those which would have been obtainable from unaffiliated
        sources.

                                       52

<PAGE>   53


                                     PART IV

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

<TABLE>
<CAPTION>
     (a)    List of documents filed as part of this report:                        PAGES
<S>                                                                               <C>
            (1)   Financial Statements:

                  Report of Independent Auditors                                      18

                  Report of Independent Accountants                                   19

                  Consolidated Balance Sheets, March 31, 1999 and 1998               20-21

                  Consolidated Statements of Operations for the years ended
                     March 31, 1999, 1998 and 1997                                    22

                  Consolidated Statements of Changes in Shareholders' Equity
                     for the years ended March 31, 1999, 1998 and 1997                23

                  Consolidated Statements of Cash Flows for the years ended
                     March 31, 1999, 1998 and 1997                                    24

                  Notes to Consolidated Financial Statements                         25-42

            (2)   Financial Statement Schedule:

                  II-- Valuation and Qualifying Accounts and Reserves
                            for the years ended March 31, 1999, 1998 and 1997                                          43
</TABLE>

                  All other schedules are omitted because they are not
                  applicable or the required information is presented in the
                  financial statements or the notes thereto.

            (3) Exhibits required by Item 601 of Regulation S-K:

            Exhibit No.         Item
            -----------         ----

             2 (i)         Agreement and Plan of Reorganization among Ravens
                           Metal Products, Inc., RVM Industries, Inc. and
                           Ravens, Inc. was filed as Exhibit 2 to Form 8-B filed
                           March 31, 1997, and is incorporated herein by
                           reference.

             2 (ii)        Stock Purchase Agreement for common stock of Albex
                           Aluminum, Inc. and Signs and Blanks, Inc. was filed
                           as Exhibit 2.1 to Form 8-K filed on March 31, 1997,
                           and is incorporated herein by reference.

                                       53
<PAGE>   54


            Exhibit No.    Item
            -----------    ----

             3 (i)         Certificate of Incorporation of RVM was filed as
                           Exhibit 3.1 to Form 8-B filed March 31, 1997, and is
                           incorporated herein by reference.

             3 (ii)        RVM's By-laws were filed as Exhibit 3.2 to Form 8-B
                           filed March 31, 1997, and are incorporated herein by
                           reference.

            10 (i)         Management Agreement dated April 1, 1994, between J.
                           Pollock & Company and Registrant was filed as Exhibit
                           10(vii) to Registrant's Quarterly Report on Form 10-Q
                           for the quarter ended December 31, 1994, and is
                           incorporated herein by reference.

            10 (ii)        Loan Agreement dated as of December 1, 1994, between
                           the Registrant and City of Kent, Ohio was filed as
                           Exhibit 10(a) on Form 8-K dated December 12, 1994,
                           and is incorporated herein by reference.

            10 (iii)       Promissory Note dated December 13, 1994, from the
                           Registrant to the City of Kent, Ohio was filed as
                           Exhibit 10(b) on Form 8-K dated December 12, 1994,
                           and is incorporated herein by reference.

            10(iv)         Reimbursement Agreement dated June 26, 1995, between
                           the Registrant and FirstMerit Bank, N.A. (fka First
                           National Bank of Ohio) was filed as Exhibit 10(v) to
                           Registrant's Annual Report on Form 10-K for the
                           fiscal year ended March 31, 1995, and is incorporated
                           herein by reference.

            10 (v)         Guaranty Agreement dated as of July 1, 1995, and
                           executed by the Registrant on August 14, 1995, among
                           Albex Aluminum, Inc., J. Pollock & Company, Ravens
                           Metal Products, Inc., Signs And Blanks, Inc., Jacob
                           Pollock, Gertrude Pollock, Richard D. Pollock, The
                           Provident Bank, as trustee, and The Director of
                           Development of the State of Ohio was filed as Exhibit
                           99(b) on Form 8-K dated August 21, 1995, and is
                           incorporated herein by reference.

            10 (vi)        Loan Agreement and Promissory Note dated September
                           30, 1997, between the Registrant and FirstMerit Bank,
                           N.A. was filed as Exhibit 10(i) on Form 10-Q for the
                           quarter ended September 30, 1997, and is incorporated
                           herein by reference.

            10 (vii)       Business Loan Agreement and Promissory Note dated
                           September 30, 1997, between the Registrant and
                           FirstMerit Bank, N.A. was filed as Exhibit 10(ii) on
                           Form 10-Q for the quarter ended September 30, 1997,
                           and is incorporated herein by reference.

            10 (viii)      Commercial Guaranty dated September 30, 1997, between
                           Jacob Pollock and FirstMerit Bank, N.A. was filed as
                           Exhibit 10(iii) on Form 10-Q for the quarter ended
                           September 30, 1997, and is incorporated herein by
                           reference.


                                       54
<PAGE>   55


            Exhibit No.    Item
            -----------    ----

            10(ix)         Promissory Note (as amended and restated October 1,
                           1998) between Albex Aluminum, Inc. & Jacob Pollock
                           was filed as Exhibit 10(i) on Form 10-Q for the
                           quarter ended December 31, 1998, and is incorporated
                           herein by reference.

            10(x)          Promissory Note (as amended and restated March 31,
                           1997) between Signs and Blanks, Inc. & J. Pollock &
                           Company was filed as Exhibit 10(ii) on form 10-Q for
                           the quarter ended December 31, 1998, and is
                           incorporated herein by reference.

            10(xi)         Loan Agreement and Promissory Note dated September
                           30, 1998, between the Registrant and FirstMerit Bank,
                           N.A.

            21             Subsidiaries of the Registrant

            23 (i)         Consent of Independent Auditors

            23 (ii)        Consent of Independent Accountants

            27             Financial Data Schedule for the year ended March 31,
                           1999

            EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

            The Registrant's executive compensation plans and arrangements
            required to be filed as exhibits are listed under Exhibit 10 above.

        (b) Reports on Form 8-K:

            No reports on Form 8-K were filed during the quarter ended March 31,
            1999.

                                       55
<PAGE>   56


                                  SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date  June 29, 1999                            RVM INDUSTRIES, INC.

                                               By:  /S/  Jacob Pollock
                                                  ----------------------------
                                                   Jacob Pollock, Chief
                                                   Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.


Date  June 29, 1999                              /s/  Jacob Pollock
---------------------------                      ------------------------------
                                                 Jacob Pollock, Director and
                                                 Chief Executive Officer


Date  June 29, 1999                              /s/  Nicholas T. George
---------------------------                      ------------------------------
                                                 Nicholas T. George, Director


Date  June 29, 1999                              /s/  C. Stephen Clegg
---------------------------                      ------------------------------
                                                 C. Stephen Clegg, Director


Date  June 29, 1999                              /s/  Richard D. Pollock
---------------------------                      ------------------------------
                                                 Richard D. Pollock, Director


Date  June 29, 1999                              /s/  Louis N. Strike
---------------------------                      ------------------------------
                                                 Louis N. Strike, Director


                                       56