<PAGE>   1

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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q

(MARK ONE)

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

                 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2000

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

        FOR THE TRANSITION PERIOD FROM                TO

                            METALLURG HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      23-2967577
           (STATE OF ORGANIZATION)                  (I.R.S. EMPLOYER IDENTIFICATION NO.)
          400 THE SAFEGUARD BUILDING                           (610) 293-0838
             435 DEVON PARK DRIVE              (REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA
          WAYNE, PENNSYLVANIA 19087                                CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                            Yes  X          No  [ ]

     There are no common equity securities of the registrant outstanding. At
June 14, 2000, the outstanding capital of Metallurg Holdings, Inc. was comprised
of 5,202.335 shares of Series A Voting Convertible Preferred Stock and 4,524
shares of Series B Non-Voting Preferred Stock, $.01 par value.

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<PAGE>   2

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                                     INDEX

<TABLE>
<CAPTION>
                                                                                     PAGE NO.
                                                                                     --------
<S>       <C>         <C>                                                            <C>
Part I    FINANCIAL INFORMATION:
          Item 1 -- Financial Statements (Unaudited)
          Condensed Statements of Consolidated Operations
                     for the Quarters Ended April 30, 2000 and 1999...............        2
          Condensed Consolidated Balance Sheets
                     at April 30, 2000 and January 31, 2000.......................        3
          Condensed Statements of Consolidated Cash Flows
                     for the Quarters Ended April 30, 2000 and 1999...............        4
          Notes to Condensed Unaudited Consolidated Financial Statements..........     5-10
          Item 2 -- Management's Discussion and Analysis of Financial Condition
                    and Results of Operations.....................................    11-15
          Item 3 -- Quantitative and Qualitative Disclosure of Market Risk........       16
Part II   OTHER INFORMATION:
          Item 6.(a)
                      EXHIBITS....................................................       17
          Item 6.(b)
                      REPORT ON FORM 8-K..........................................       17
          Signature Page..........................................................       18
</TABLE>

                                        1
<PAGE>   3

                        PART I -- FINANCIAL INFORMATION

                         ITEM 1 -- FINANCIAL STATEMENTS

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

          CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 QUARTERS ENDED
                                                                   APRIL 30,
                                                              --------------------
                                                                2000        1999
                                                              --------    --------
<S>                                                           <C>         <C>
Sales.......................................................  $123,859    $117,679
Commission income...........................................       193         134
                                                              --------    --------
  Total revenues............................................   124,052     117,813
                                                              --------    --------
Operating costs and expenses:
  Cost of sales.............................................   107,301     108,039
  Selling, general and administrative expenses..............    15,019      15,739
  Environmental expense recovery............................      (750)         --
                                                              --------    --------
  Total operating costs and expenses........................   121,570     123,778
                                                              --------    --------
Operating income (loss).....................................     2,482      (5,965)
Other income (expense):
  Other income, net.........................................        15          32
  Interest expense, net.....................................    (5,144)     (5,251)
                                                              --------    --------
Loss before income tax provision and minority interest......    (2,647)    (11,184)
Income tax provision........................................     1,619         979
                                                              --------    --------
Loss before minority interest...............................    (4,266)    (12,163)
Minority interest...........................................        29          --
                                                              --------    --------
Net loss....................................................    (4,237)    (12,163)
Other comprehensive loss:
  Foreign currency translation adjustment...................      (698)     (1,684)
                                                              --------    --------
  Comprehensive loss........................................  $ (4,935)   $(13,847)
                                                              ========    ========
</TABLE>

      See notes to condensed unaudited consolidated financial statements.
                                        2
<PAGE>   4

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               APRIL 30,     JANUARY 31,
                                                                 2000           2000
                                                              -----------    -----------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
ASSETS
Current Assets:
  Cash and cash equivalents.................................    $ 55,246      $ 59,780
  Accounts and notes receivable, net........................      76,756        68,386
  Inventories...............................................      85,584        80,653
  Other current assets......................................      11,783        10,728
                                                                --------      --------
     Total current assets...................................     229,369       219,547
Investments in affiliates...................................       4,936         5,187
Goodwill....................................................      92,448        93,717
Property, plant and equipment, net..........................      56,780        52,545
Other assets................................................      21,063        20,390
                                                                --------      --------
     Total..................................................    $404,596      $391,386
                                                                ========      ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Short-term debt and current portion of long-term debt.....    $  5,835      $  1,932
  Trade payables............................................      44,548        48,792
  Accrued expenses..........................................      33,708        30,357
  Deferred income...........................................       8,311            --
  Other current liabilities.................................       1,470         1,311
                                                                --------      --------
     Total current liabilities..............................      93,872        82,392
                                                                --------      --------
Long-term Liabilities:
  Long-term debt............................................     197,004       187,932
  Accrued pension liabilities...............................      34,282        35,890
  Environmental liabilities, net............................      30,925        31,819
  Other liabilities.........................................       6,124         6,220
                                                                --------      --------
     Total long-term liabilities............................     268,335       261,861
                                                                --------      --------
     Total liabilities......................................     362,207       344,253
                                                                --------      --------
Minority Interest...........................................         (51)          (24)
                                                                --------      --------
Shareholders' Equity:
  Additional paid-in capital................................      97,575        97,357
  Accumulated other comprehensive loss......................      (2,198)       (1,500)
  Retained deficit..........................................     (52,937)      (48,700)
                                                                --------      --------
     Total shareholders' equity.............................      42,440        47,157
                                                                --------      --------
     Total..................................................    $404,596      $391,386
                                                                ========      ========
</TABLE>

      See notes to condensed unaudited consolidated financial statements.
                                        3
<PAGE>   5

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

          CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 QUARTERS ENDED
                                                                   APRIL 30,
                                                              --------------------
                                                                2000        1999
                                                              --------    --------
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss....................................................  $ (4,237)   $(12,163)
Adjustments to reconcile net loss to net cash (used in)
  provided by operating activities:
  Depreciation and amortization.............................     3,342       3,301
  Gain on sale of assets....................................        (1)         (7)
  Interest accretion on Senior Discount Notes...............     2,501       2,211
  Deferred income taxes.....................................       572         580
  Other, net................................................     3,308       4,316
                                                              --------    --------
     Total..................................................     5,485      (1,762)
Change in operating assets and liabilities:
  Increase in trade receivables.............................   (10,760)    (14,782)
  (Increase) decrease in inventories........................    (3,408)     13,754
  (Increase) decrease in other current assets...............      (990)      1,024
  (Decrease) increase in trade payables and accrued
     expenses...............................................      (473)      8,076
  Restructuring payments....................................      (411)         --
  Environmental payments....................................      (686)       (713)
  Other assets and liabilities, net.........................      (837)       (924)
                                                              --------    --------
     Net cash (used in) provided by operating activities....   (12,080)      4,673
                                                              --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment................    (3,377)     (2,340)
  Proceeds from asset sales.................................     8,349          13
  Acquisitions, net of cash.................................    (8,957)         --
  Other, net................................................       (37)       (293)
                                                              --------    --------
     Net cash used in investing activities..................    (4,022)     (2,620)
                                                              --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net short-term borrowings.................................     4,253       1,296
  Proceeds (repayment) of long-term debt, net...............     7,432        (392)
                                                              --------    --------
     Net cash provided by financing activities..............    11,685         904
                                                              --------    --------
Effects of exchange rate changes on cash and cash
  equivalents...............................................      (117)       (334)
                                                              --------    --------
Net (decrease) increase in cash and cash equivalents........    (4,534)      2,623
Cash and cash equivalents -- beginning of period............    59,780      38,395
                                                              --------    --------
Cash and cash equivalents -- end of period..................  $ 55,246    $ 41,018
                                                              ========    ========
</TABLE>

      See notes to condensed unaudited consolidated financial statements.
                                        4
<PAGE>   6

             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

         NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

     Metallurg Holdings, Inc. ("Metallurg Holdings"), a Delaware corporation,
was formed on June 10, 1998 and is owned by a group of investors led by and
including Safeguard International Fund, L.P. ("Safeguard International"), an
international private equity fund that invests primarily in equity securities of
companies in process industries. On July 13, 1998, Metallurg Holdings acquired
Metallurg, Inc. Metallurg, Inc. and its majority-owned subsidiaries
(collectively, "Metallurg") manufacture and sell high quality metal alloys and
specialty metals used by manufacturers of steel, aluminum, superalloys, titanium
alloys, chemicals and other metal consuming industries.

     The accompanying condensed unaudited consolidated financial statements
include the accounts of Metallurg Holdings and Metallurg, (collectively, the
"Company"). These financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information
pursuant to Accounting Principles Board Opinion No. 28. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. The condensed
consolidated balance sheet as of January 31, 2000 was derived from audited
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the interim periods presented are not
necessarily indicative of the results to be expected for a full year.

     For further information, see the financial statements and footnotes thereto
included in the Company's audited consolidated financial statements for the year
ended January 31, 2000.

     Metallurg Holdings and Metallurg, Inc. both report on a fiscal year ending
January 31. The operating subsidiaries of Metallurg, Inc. report on a calendar
year ending December 31. Accordingly, the consolidated financial statements
include the accounts of Metallurg Holdings and Metallurg, Inc. for the quarters
ended April 30, 2000 and 1999 and of Metallurg, Inc.'s operating subsidiaries
for the quarters ended March 31, 2000 and 1999. Balance sheet data at April 30,
2000 reflect the financial position of Metallurg Holdings and Metallurg, Inc. at
April 30, 2000 and of Metallurg, Inc.'s operating subsidiaries at March 31,
2000. Balance sheet data at January 31, 2000 reflect the financial position of
Metallurg Holdings and Metallurg, Inc. at January 31, 2000 and of Metallurg,
Inc.'s operating subsidiaries at December 31, 1999.

     Amounts reflected on prior quarter's condensed statements of consolidated
cash flows have been reclassified to conform to the current period's disclosure.

2. SEGMENTS AND RELATED INFORMATION

     Metallurg operates in one significant industry segment, the manufacture and
sale of ferrous and non-ferrous metals and alloys. Metallurg is organized
geographically, having established a worldwide sales network built around
Metallurg's core production facilities in the U.S., the U.K. and Germany. In
addition to selling products manufactured by Metallurg, Metallurg distributes
complementary products manufactured by third parties. The results of Metallurg
Holdings consist primarily of interest expense on the 12 3/4 Senior Discount
Notes due 2008 (the "Senior Discount Notes"), amortization of goodwill and
deferred costs and general overhead expenses. Such costs are reported in the
segment "Other" below.

  Reportable Segments

     Shieldalloy Metallurgical Corporation ("Shieldalloy") -- This unit is
comprised of two production facilities in the U.S. The New Jersey plant
manufactures and sells aluminum alloy grain refiners and alloying tablets for
the aluminum industry, metal powders for the welding industry and specialty
ferroalloys for the superalloy and steel industries. The Ohio plant manufactures
and sells ferrovanadium and vanadium based chemicals used mostly in the steel
and petrochemical industries. In addition to its manufacturing operations,
Shieldalloy imports and distributes complementary products manufactured by
affiliates and third parties.
                                        5
<PAGE>   7
             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                      FINANCIAL STATEMENTS -- (CONTINUED)

     London & Scandinavian Metallurgical Co., Ltd. and its subsidiaries
(collectively "LSM") -- This unit is comprised mainly of three production
facilities in the U.K. which manufacture and sell aluminum alloy grain refiners
and alloying tablets for the aluminum industry, chromium metal and specialty
ferroalloys for the steel and superalloy industries and aluminum powder for
various metal powder consuming industries.

     Gesellschaft fur Elektrometallurgie mbH and its subsidiaries (collectively
"GfE") -- This unit is comprised of two production facilities and a sales office
in Germany. The Nuremberg plant manufactures and sells a wide variety of
specialty products, including vanadium based chemicals and sophisticated metals,
alloys and powders used in the titanium, superalloy, electronics, steel,
biomedical and optics industries. The Morsdorf plant produces medical
prostheses, implants and surgical instruments for orthopedic applications.

     Elektrowerk Weisweiler GmbH ("EWW") -- This production unit, also located
in Germany, produces various grades of low carbon ferrochrome used in the
superalloy, welding and steel industries.

     Summarized financial information concerning the Company's reportable
segments is shown in the following table (in thousands). Each segment records
direct expenses related to its employees and operations. The "Other" column
includes corporate related items, fresh start adjustments and results of
subsidiaries not meeting the quantitative thresholds as prescribed by applicable
accounting rules. Metallurg does not allocate general corporate overhead
expenses to operating segments. There have been no material changes in segment
assets from the amounts disclosed in the last annual report.

<TABLE>
<CAPTION>
                                                                                  INTERSEGMENT   CONSOLIDATED
                            SHIELDALLOY     LSM       GFE      EWW      OTHER     ELIMINATIONS      TOTALS
                            -----------   -------   -------   ------   --------   ------------   ------------
<S>                         <C>           <C>       <C>       <C>      <C>        <C>            <C>
QUARTER ENDED APRIL 30, 2000
Revenues from external
  customers...............    $27,262     $32,104   $21,093   $3,534   $ 40,059                    $124,052
Intergroup revenues.......        773       9,795     3,105    5,507      7,521     $(26,701)            --
Income tax provision
  (benefit)...............        492         641       123      196        167           --          1,619
Net income (loss).........        708       1,349      (643)     247     (3,282)      (2,616)        (4,237)
QUARTER ENDED APRIL 30, 1999
Revenues from external
  customers...............    $31,712     $26,955   $19,950   $3,290   $ 35,906                    $117,813
Intergroup revenue........      1,029       8,653     3,652    5,437     11,282     $(30,053)            --
Income tax (benefit)
  provision...............     (1,669)        256       141      226      2,025           --            979
Net (loss) income.........     (2,704)        386    (1,083)     224    (11,812)       2,826        (12,163)
</TABLE>

3. INVENTORIES

     Inventories, net of reserves, consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                              APRIL 30,    JANUARY 31,
                                                                2000          2000
                                                              ---------    -----------
<S>                                                           <C>          <C>
Raw materials...............................................   $18,899       $16,222
Work in process.............................................     3,568         3,212
Finished goods..............................................    60,065        57,607
Other.......................................................     3,052         3,612
                                                               -------       -------
  Total.....................................................   $85,584       $80,653
                                                               =======       =======
</TABLE>

                                        6
<PAGE>   8
             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                      FINANCIAL STATEMENTS -- (CONTINUED)

4. COMMITMENTS AND CONTINGENCIES

     The Company continues defending various claims and legal actions arising in
the normal course of business, including those relating to environmental
matters. Management believes, based on the advice of counsel, that the outcome
of such litigation will not have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity. There can
be no assurance, however, that existing or future litigation will not result in
an adverse judgment against the Company which could have a material adverse
effect on the Company's future results of operations or cash flows.

5. EARNINGS PER COMMON SHARE

     Earnings per share is not presented since 100% of the capital stock of
Metallurg Holdings is owned by a group of private investors led by and including
Safeguard International.

6. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
SFAS No. 133, as amended, is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. The Company is currently evaluating the impact
SFAS No. 133 will have on its financial statements.

     The Securities and Exchange Commission issued Staff Accounting Bulletin
("SAB") No. 101 which addresses principles of revenue recognition. The Company
is currently evaluating the impact SAB No. 101 will have on its financial
statements.

                                        7
<PAGE>   9
             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                      FINANCIAL STATEMENTS -- (CONTINUED)

7. SUPPLEMENTAL GUARANTOR INFORMATION

     In November 1997, Metallurg, Inc. sold $100 million principal amount of its
11% Senior Notes due 2007 (the "Senior Notes"). Under the terms of the Senior
Notes, Shieldalloy, Metallurg Holdings Corporation, Metallurg Services, Inc.,
Metallurg International Resources, Inc. and MIR (China), Inc. (collectively, the
"Guarantors"), wholly owned subsidiaries of Metallurg, Inc., have fully and
unconditionally guaranteed on a joint and several basis Metallurg, Inc.'s
obligations to pay principal, premium and interest relative to the Senior Notes.
Management has determined that separate, full financial statements of the
Guarantors would not be material to potential investors and, accordingly, such
financial statements are not provided. Supplemental financial information of the
Guarantors is presented below.

          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
                      FOR THE QUARTER ENDED APRIL 30, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                     METALLURG, INC.     COMBINED       COMBINED
                                        ("PARENT        GUARANTOR     NON-GUARANTOR
                                        COMPANY")      SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                     ---------------   ------------   -------------   ------------   ------------
<S>                                  <C>               <C>            <C>             <C>            <C>
Total revenues.....................                      $34,955        $106,386        $(17,289)      $124,052
                                                         -------        --------        --------       --------
Operating costs and expenses:
  Cost of sales....................                       31,841          92,989         (17,529)       107,301
  Selling, general and
     administrative expenses.......      $ 1,335           2,611           9,766              --         13,712
  Environmental expense recovery...           --            (750)             --              --           (750)
                                         -------         -------        --------        --------       --------
  Total operating costs and
     expenses......................        1,335          33,702         102,755         (17,529)       120,263
                                         -------         -------        --------        --------       --------
Operating (loss) income............       (1,335)          1,253           3,631             240          3,789
Other income (expense):
  Other (expense) income, net......           (4)             --              19              --             15
  Interest (expense) income, net...       (2,332)            162            (402)             --         (2,572)
  Equity in earnings of
     subsidiaries..................        2,856           1,708              --          (4,564)            --
                                         -------         -------        --------        --------       --------
(Loss) income before income tax
  provision and minority
  interest.........................         (815)          3,123           3,248          (4,324)         1,232
Income tax (benefit) provision.....         (460)            579           1,497              --          1,616
                                         -------         -------        --------        --------       --------
(Loss) income before minority
  interest.........................         (355)          2,544           1,751          (4,324)          (384)
Minority interest..................           --              --              29              --             29
                                         -------         -------        --------        --------       --------
Net (loss) income..................         (355)          2,544           1,780          (4,324)          (355)
Other comprehensive (loss) income:
  Foreign currency translation
     adjustment....................         (698)           (177)           (698)            875           (698)
                                         -------         -------        --------        --------       --------
  Comprehensive (loss) income......      $(1,053)        $ 2,367        $  1,082        $ (3,449)      $ (1,053)
                                         =======         =======        ========        ========       ========
</TABLE>

                                        8
<PAGE>   10
             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                      FINANCIAL STATEMENTS -- (CONTINUED)

      CONDENSED CONSOLIDATING BALANCE SHEET AT APRIL 30, 2000 (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                 METALLURG, INC.     COMBINED       COMBINED
                                    ("PARENT        GUARANTOR     NON-GUARANTOR
                                    COMPANY")      SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                 ---------------   ------------   -------------   ------------   ------------
<S>                              <C>               <C>            <C>             <C>            <C>
ASSETS
Current Assets:
  Cash and cash equivalents....     $ 53,359         $  1,429       $ 10,321       $ (10,913)      $ 54,196
  Accounts, notes and loans
     receivable, net...........       16,058           27,796         69,353         (36,412)        76,795
  Inventories..................           --           27,237         59,902          (1,555)        85,584
  Other current assets.........        2,557              529          8,536            (191)        11,431
                                    --------         --------       --------       ---------       --------
     Total current assets......       71,974           56,991        148,112         (49,071)       228,006
Investments -- intergroup......       80,094           49,694             --        (129,788)            --
Investments -- other...........           --            3,179          1,757              --          4,936
Property, plant and equipment,
  net..........................          910           11,911         43,959              --         56,780
Other assets...................        8,094           17,488         14,134         (21,150)        18,566
                                    --------         --------       --------       ---------       --------
     Total.....................     $161,072         $139,263       $207,962       $(200,009)      $308,288
                                    ========         ========       ========       =========       ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
  Short-term debt and current
     portion of long-term
     debt......................                                     $ 16,748       $ (10,913)      $  5,835
  Trade payables...............     $    463         $ 30,974         50,251         (37,101)        44,587
  Accrued expenses.............        6,248            9,413         17,913              --         33,574
  Deferred income..............        8,311               --             --              --          8,311
  Other current liabilities....           --              191          1,462            (191)         1,462
                                    --------         --------       --------       ---------       --------
     Total current
       liabilities.............       15,022           40,578         86,374         (48,205)        93,769
                                    --------         --------       --------       ---------       --------
Long-term Liabilities:
  Long-term debt...............      100,000               --         15,633              --        115,633
  Accrued pension
     liabilities...............           81            1,728         32,473              --         34,282
  Environmental liabilities,
     net.......................           --           29,249          1,676              --         30,925
  Other liabilities............       18,363               --          8,910         (21,149)         6,124
                                    --------         --------       --------       ---------       --------
     Total long-term
       liabilities.............      118,444           30,977         58,692         (21,149)       186,964
                                    --------         --------       --------       ---------       --------
     Total liabilities.........      133,466           71,555        145,066         (69,354)       280,733
                                    --------         --------       --------       ---------       --------
Minority Interest..............           --               --            (51)             --            (51)
                                    --------         --------       --------       ---------       --------
Shareholder's Equity:
  Common stock.................           50            1,227         52,191         (53,418)            50
  Additional paid-in capital...       46,399           94,460         10,327        (104,787)        46,399
  Accumulated other
     comprehensive (loss)
     income....................       (2,601)            (854)        19,134         (18,280)        (2,601)
  Retained deficit.............      (16,242)         (27,125)       (18,705)         45,830        (16,242)
                                    --------         --------       --------       ---------       --------
     Total shareholder's
       equity..................       27,606           67,708         62,947        (130,655)        27,606
                                    --------         --------       --------       ---------       --------
     Total.....................     $161,072         $139,263       $207,962       $(200,009)      $308,288
                                    ========         ========       ========       =========       ========
</TABLE>

                                        9
<PAGE>   11
             METALLURG HOLDINGS, INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONDENSED UNAUDITED CONSOLIDATED
                      FINANCIAL STATEMENTS -- (CONTINUED)

          CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
                      FOR THE QUARTER ENDED APRIL 30, 2000
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                 METALLURG, INC.     COMBINED       COMBINED
                                    ("PARENT        GUARANTOR     NON-GUARANTOR
                                    COMPANY")      SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS   CONSOLIDATED
                                 ---------------   ------------   -------------   ------------   ------------
<S>                              <C>               <C>            <C>             <C>            <C>
NET CASH FLOWS FROM OPERATING
  ACTIVITIES...................      $ 1,859         $ 2,698        $(13,801)       $ (2,717)      $(11,961)
                                     -------         -------        --------        --------       --------
CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Additions to property, plant
     and equipment.............          (16)         (1,584)         (1,777)             --         (3,377)
  Proceeds from asset sales....        8,317              --              32              --          8,349
  Other, net...................           20             (30)         (8,984)             --         (8,994)
                                     -------         -------        --------        --------       --------
Net cash provided by (used in)
  investing activities.........        8,321          (1,614)        (10,729)             --         (4,022)
                                     -------         -------        --------        --------       --------
CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Intergroup repayments........       (2,248)           (219)           (250)          2,717             --
  Net short-term borrowings....           --              --           6,017          (1,764)         4,253
  Proceeds from long-term
     debt......................           --              --           7,432              --          7,432
                                     -------         -------        --------        --------       --------
Net cash (used in) provided by
  financing activities.........       (2,248)           (219)         13,199             953         11,685
                                     -------         -------        --------        --------       --------
Effects of exchange rate
  changes on cash and cash
  equivalents..................           --              --            (117)             --           (117)
                                     -------         -------        --------        --------       --------
Net increase (decrease) in cash
  and cash equivalents.........        7,932             865         (11,448)         (1,764)        (4,415)
Cash and cash equivalents --
  beginning of period..........       45,427             564          21,769          (9,149)        58,611
                                     -------         -------        --------        --------       --------
Cash and cash equivalents --
  end of period................      $53,359         $ 1,429        $ 10,321        $(10,913)      $ 54,196
                                     =======         =======        ========        ========       ========
</TABLE>

8. INVESTMENTS

     On March 31, 2000, LSM acquired the business of Hydelko KS ("Hydelko"), a
Norwegian producer of master alloys for the aluminum industry, for approximately
$9.0 million.

     During April, 2000, a subsidiary of Metallurg, Inc. completed the sale of
its minority interest in Solikamsk Magnesium Works ("SMW"), a Russian magnesium
metal producer, for proceeds of approximately $8.3 million. Due to the one-month
lag in reporting the results of subsidiaries, the resultant gain on sale of
approximately $5.1 million will be recognized in the quarter ending July 31,
2000.

                                       10
<PAGE>   12

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

FORWARD-LOOKING STATEMENTS

     Certain matters discussed under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in this Form 10-Q may
constitute forward-looking statements for purposes of Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance and achievements of the Company to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. Factors which may cause the Company's results to be
materially different include the cyclical nature of Metallurg's business,
Metallurg's dependence on foreign customers (particularly customers in Europe),
the economic strength of Metallurg's markets generally and particularly the
strength of the demand for iron, steel, aluminum and superalloys and titanium
alloy industries in those markets, the accuracy of Metallurg's estimates of the
costs of environmental remediation and the extension or expiration of existing
anti-dumping duties.

OVERVIEW

     Metallurg Holdings was formed on June 10, 1998 and is owned by Safeguard
International (an international private equity fund that invests primarily in
equity securities of companies in process industries), certain limited partners
of Safeguard International, certain individuals and a private equity fund which
is associated with Safeguard International. As Metallurg Holdings is a holding
company and does not have any material operations or assets other than the
ownership of Metallurg, Inc., the following discussions of the Company's results
of operations relate to Metallurg, unless otherwise indicated.

     Metallurg is a leading international producer and seller of high quality
metal alloys and specialty metals used by manufacturers of steel, aluminum,
superalloys, titanium alloys, chemicals and other metal consuming industries.
The industries that Metallurg supplies are cyclical.

     Steel production volume and, more recently, prices have improved in the
U.S. and throughout the rest of the world. U.S. steel output is close to full
capacity and worldwide stainless steel output continues to grow in a recovery
that started in mid-1999. In addition, the market price of ferrovanadium, a
significant product for Shieldalloy, increased from approximately $4.40 per
pound at the start of 2000 to over $6.00 per pound in April 2000. The outlook
for the superalloy industry is improving as its customers prepare to meet
significant demand for the construction of land-based turbines during the period
from 2000 through 2003, and Metallurg is seeing stronger demand for its chromium
and related products. Sales of titanium alloys into the Asian chemical industry
have also increased as the economic climate in that region continues to improve.
Although the outlook for the aerospace sector is beginning to show signs of
improvement, excess inventory, built in 1996-98 in the supply chain, continues
to negatively impact our sales to the superalloy and titanium alloy industries
for that sector. Steady worldwide growth in the aluminum industry continues.
Production volumes of products supplied to the aluminum industry are up, pricing
is now steady and margins are improving. Metallurg's acquisition of the business
of Hydelko, a Norwegian producer of master alloys for the aluminum industry,
will increase the company's worldwide market share significantly and complement
the production capabilities of its current operations in the U.S., the U.K.,
Spain and Brazil.

RESULTS OF OPERATIONS -- THE QUARTER ENDED APRIL 30, 2000 COMPARED TO THE
QUARTER ENDED APRIL 30, 1999

  Metallurg Holdings

     In the quarter ended April 30, 2000, Metallurg Holdings recognized a net
loss of $4.2 million, which includes the consolidation of Metallurg (a loss of
$0.4 million), $2.5 million of interest expense on its Senior Discount Notes and
$1.3 million of amortization of acquisition, goodwill and deferred debt issuance
costs.

                                       11
<PAGE>   13

     In the quarter ended April 30, 1999, Metallurg Holdings recognized a net
loss of $12.2 million, which includes the consolidation of Metallurg (a loss of
$8.5 million), $2.2 million of net interest expense on its Senior Discount
Notes, $1.4 million of amortization of acquisition, goodwill and deferred debt
issuance costs and $0.1 million of general overhead costs.

     As Metallurg Holdings is a holding company and does not have any material
operations or assets other than the ownership of Metallurg, the following
discussion of the Company's results of operations relates to Metallurg, unless
otherwise indicated.

  Metallurg

     Metallurg operates in one significant industry segment, the manufacture and
sale of ferrous and non-ferrous metals and alloys. It is organized
geographically, having established a worldwide sales network built around the
core production facilities in the U.S., the U.K. and Germany.

     Summarized financial information concerning Metallurg's reportable segments
is shown in the following table (in thousands). Each segment records direct
expenses related to its employees and operations. The "Other" column includes
corporate related items, fresh-start adjustments and results of subsidiaries not
meeting the quantitative thresholds as prescribed by applicable accounting
rules. Metallurg does not allocate general corporate overhead expenses to
operating segments. There have been no material changes in segment assets from
the amounts disclosed in the last annual report.

<TABLE>
<CAPTION>
                                                                                          INTERSEGMENT   CONSOLIDATED
                                     SHIELDALLOY     LSM       GFE      EWW      OTHER    ELIMINATIONS      TOTALS
                                     -----------   -------   -------   ------   -------   ------------   ------------
<S>                                  <C>           <C>       <C>       <C>      <C>       <C>            <C>
QUARTER ENDED APRIL 30, 2000
Total revenues.....................    $28,035     $41,899   $24,198   $9,041   $47,580     $(26,701)      $124,052
Gross margins......................      2,468       4,999     3,357    1,059     4,628          240         16,751
Operating income (loss)............        908       2,075      (246)     438       374          240          3,789
Interest income (expense), net.....        292         (80)     (303)       5    (2,486)          --         (2,572)
Income tax provision...............        492         641       123      196       164           --          1,616
Net income (loss)..................        708       1,349      (643)     247       600       (2,616)          (355)

QUARTER ENDED APRIL 30, 1999
Total revenues.....................    $32,741     $35,608   $23,602   $8,727   $47,188     $(30,053)      $117,813
Gross margins......................     (2,635)      3,980     2,598    1,214     4,777         (160)         9,774
Operating (loss) income............     (4,808)        634      (866)     489        77         (160)        (4,634)
Interest income (expense), net.....        428           8      (277)     (39)   (3,086)          --         (2,966)
Income tax (benefit) provision.....     (1,669)        256       141      226     2,022           --            976
Net (loss) income..................     (2,704)        386    (1,083)     224    (8,193)       2,826         (8,544)
</TABLE>

     Total Revenues

     Shieldalloy revenues were $4.7 million (14.4%) below the first quarter of
1999 due primarily to decreased sales volume and selling prices of ferrosilicon,
chromium metal and low carbon ferrochrome in the quarter ended April 30, 2000.
Although the recovery in domestic steel production has resulted in increased
shipments of ferrovanadium during the current quarter, lower selling prices, as
compared to the first quarter of 1999, offset the sales value of the increased
shipments.

     LSM revenues were $6.3 million (17.7%) above the first quarter of 1999.
Chromium metal sales volume increased during the quarter due, in part, to demand
by superalloy producers for use in land based turbines. In addition, aluminum
powder sales volumes and ferrotitanium selling prices increased in the first
quarter of 2000. GfE revenues were $0.6 million (2.5%) above 1999 due primarily
to increased selling prices of nickel-based alloy products. EWW revenues were
marginally higher in the current quarter than in the first quarter of 1999.

                                       12
<PAGE>   14

     Gross Margins

     Gross margins increased from $9.8 million in the quarter ended April 30,
1999 to $16.8 million in the quarter ended April 30, 2000, an increase of 71.4%,
due principally to improved profitability in ferrovanadium, ferrotitanium and
chromium products. In the quarter ended April 30, 1999, Shieldalloy recognized a
lower of cost or market adjustment of $3.6 million relating to ferrovanadium.
Lower production costs resulting from restructuring activities implemented in
the second half of 1999, higher selling prices for ferrotitanium and increased
sales volume of chromium products contributed to the increased gross margins in
the current quarter.

     Selling, General and Administrative Expenses

     Selling, general and administrative expenses ("SG&A") decreased from $14.4
million in the quarter ended April 30, 1999 to $13.7 million in the quarter
ended April 30, 2000, due primarily to reduced compensation costs following
reductions in staffing, partially offset by increased outside professional fee
expenses. For the quarter ended April 30, 1999, SG&A represented 12.2% of
Metallurg's sales compared to 11.1% for the quarter ended April 30, 2000.

     Operating Income

     Operating income of $3.8 million in the quarter ended April 30, 2000
reflects a significant improvement as compared to a loss of $4.6 million in the
quarter ended April 30, 1999, due primarily to the increase in gross margins,
discussed above. In addition, Shieldalloy recognized an environmental expense
recovery of $0.8 million in the current quarter upon settlement with an
insurance company relating to disputed coverage for old environmental claims.

     Interest Expense, Net

     Interest expense, net, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                               QUARTER      QUARTER
                                                                ENDED        ENDED
                                                              APRIL 30,    APRIL 30,
                                                                2000         1999
                                                              ---------    ---------
<S>                                                           <C>          <C>
Interest income.............................................   $   780      $   492
Interest expense............................................    (3,352)      (3,458)
                                                               -------      -------
  Income expense, net.......................................   $(2,572)     $(2,966)
                                                               =======      =======
</TABLE>

     Income Tax Provision

     Income tax provision, net of tax benefits, is as follows (in thousands):

<TABLE>
<CAPTION>
                                                               QUARTER      QUARTER
                                                                ENDED        ENDED
                                                              APRIL 30,    APRIL 30,
                                                                2000         1999
                                                              ---------    ---------
<S>                                                           <C>          <C>
Total current...............................................   $1,044        $396
Total deferred..............................................      572         580
                                                               ------        ----
  Income tax provision, net.................................   $1,616        $976
                                                               ======        ====
</TABLE>

     The differences between the statutory Federal income tax rate and
Metallurg's effective rate result primarily because of: (i) the excess of
foreign tax rates over the statutory Federal income tax rate; (ii) certain
deductible temporary differences which, in other circumstances would have
generated a deferred tax benefit, have been fully provided for in a valuation
allowance; (iii) the deferred tax effects of certain tax assets, primarily
foreign net operating losses, for which the benefit had been previously
recognized approximating $0.2 million in the quarter ended April 30, 2000; and
(iv) the deferred tax effects of certain deferred tax assets

                                       13
<PAGE>   15

for which a corresponding credit has been recorded to "Additional paid-in
capital" approximating $0.2 million in the quarter ended April 30, 2000. The
deferred tax expenses referred to in items (iii) and (iv) above will not result
in cash payments in future periods.

     Net Income

     Metallurg recognised a net loss of $0.4 million for the quarter ended April
30, 2000 compared to a net loss of $8.5 million for the quarter ended April 30,
1999. The improvement in 2000 resulted primarily from increased gross margins.

LIQUIDITY AND FINANCIAL RESOURCES

  General

     The Company's sources of liquidity include cash from operations and amounts
available under credit facilities. In addition, the Company had $55.2 million of
cash and cash equivalents at April 30, 2000. The Company believes that these
sources are sufficient to fund the current and anticipated future requirements
through at least January 31, 2001.

     At April 30, 2000, the Company had working capital of $135.5 million, as
compared to $137.2 million at January 31, 2000. For the first quarter of 2000,
the Company's use of $12.1 million in cash for operations resulted primarily
from the increase in trade receivables and inventory. In April 2000, Metallurg,
Inc. received cash proceeds of $8.3 million upon the sale of a minority interest
in SMW owned by one of Metallurg, Inc.'s operating subsidiaries. Due to the
one-month lag in reporting the results of its subsidiaries, the resultant gain
on sale has been deferred until the second quarter of 2000, when the sale was
completed. On March 31, 2000, LSM acquired the business of Hydelko, a Norwegian
producer of master alloys for the aluminum industry, for approximately $9.0
million. LSM utilized existing cash balances and loan facilities to effect the
purchase.

  Credit Facilities and Other Financing Arrangements

     Metallurg has a credit facility with certain financial institutions led by
Fleet National Bank as agent (the "Revolving Credit Facility") which provides
Metallurg, Inc., Shieldalloy and certain of their subsidiaries with up to $50.0
million of financing resources including a German subfacility (as discussed
below). Interest is charged at a rate per annum equal to (i) LIBOR plus
2.0% - 2.5% or (ii) Prime plus up to 1%, based on the performance of Metallurg,
Inc. and certain of its subsidiaries. The Revolving Credit Facility permits
borrowings of up to $50.0 million for working capital requirements and general
corporate purposes, up to $35.0 million of which may be used for letters of
credit in the U.S. As part of the Revolving Credit Facility, Fleet National
Bank, through its London office, makes available up to DM 20.5 million
(approximately $10.0 million) of financing to certain of its German
subsidiaries, which is guaranteed by Metallurg, Inc. and the other U.S.
borrowers under the Revolving Credit Facility. At April 30, 2000, no loans were
outstanding in the U.S. or Germany under this facility, however, $24.2 million
of letters of credit were outstanding in the U.S.

     In addition, certain foreign subsidiaries of Metallurg have credit facility
arrangements with local banking institutions to provide funds for working
capital and general corporate purposes. These local credit facilities contain
restrictions that vary from company to company. At April 30, 2000, there were
$4.7 million of outstanding loans under these local credit facilities.

CAPITAL EXPENDITURES

     Metallurg invested $3.4 million in capital expenditures during the first
quarter of 2000. Capital expenditures are expected to total approximately $25
million in 2000. Although Metallurg has budgeted these items in 2000, Metallurg
has not yet committed to complete all of these projects, some of which remain
contingent on senior management approval and other conditions. Metallurg
believes that these projects will be funded through internally generated cash,
borrowings under the Revolving Credit Facility and local credit lines.

                                       14
<PAGE>   16

ENVIRONMENTAL REMEDIATION COSTS

     American Institute of Certified Public Accountants' Statement of Position
96-1, "Environmental Remediation Liabilities", states that losses associated
with environmental remediation obligations are accrued when such losses are
deemed probable and reasonably estimable. Such accruals generally are recognized
no later than the completion of the remedial feasibility study and are adjusted
as further information develops or circumstances change. Costs of future
expenditures for environmental remediation obligations are generally not
discounted to their present value. During the first quarter of 2000, Metallurg
expended $0.7 million for environmental remediation.

     In 1997, Shieldalloy entered into settlement agreements with various
environmental regulatory authorities with regard to all of the significant
environmental remediation liabilities of which it is aware. Pursuant to these
agreements, Shieldalloy has agreed to perform environmental remediation which,
as of April 30, 2000, had a remaining estimated cost of completion of $34.2
million. Of this amount, approximately $2.6 million is expected to be expended
in the last three quarters of 2000, $5.6 million in 2001 and $8.4 million in
2002. In addition, Metallurg estimates it will make expenditures of $3.4 million
with respect to environmental remediation at its foreign facilities. Of this
amount, approximately $0.7 million is expected to be expended in the last three
quarters of 2000 and $0.5 million in 2001.

                                       15
<PAGE>   17

        ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

     Refer to the Market Risk and Risk Management Policies section of
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Company's annual report on Form 10-K for the year
ended January 31, 2000, which is incorporated by reference herein.

                                       16
<PAGE>   18

                          PART II -- OTHER INFORMATION

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

        (a) EXHIBITS

          27. Financial Data Schedule

        (b) REPORTS ON FORM 8-K

          None

                                       17
<PAGE>   19

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on June 14, 2000 on its
behalf by the undersigned thereunto duly authorized.

                                          METALLURG HOLDINGS, INC.

                                          /s/ ARTHUR R. SPECTOR
                                          --------------------------------------
                                          Arthur R. Spector
                                          Executive Vice President
                                          (Principal Financial Officer and
                                          Principal Accounting Officer)

                                       18