<PAGE>   1
                                    FORM 10-Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


For the three month period                Commission File Number: 333-90709-04
ended March 31, 2001                                              ------------




                REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




            DELAWARE                                    34-1902647
-------------------------------------------   ---------------------------------
 (State or other jurisdiction of              (IRS Employer Identification No.)
  incorporation or organization)



   3770 EMBASSY PARKWAY
   AKRON, OHIO  44333-8367                             (330) 670-3000
-------------------------------------------   ---------------------------------
(Address of principal executive offices)       (Registrant's telephone number)




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




Number of shares outstanding of common stock as of May 11, 2000: AS OF MAY 31,
2001, THERE WERE 740 CLASS A UNITS OF MEMBERS' INTEREST, 1,000 CLASS B UNITS OF
MEMBERS' INTEREST AND 30,000 CLASS C UNITS OF MEMBERS' INTEREST OUTSTANDING.






                                        1
<PAGE>   2


       REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC AND SUBSIDIARIES

                                TABLE OF CONTENTS


<TABLE>

<S>             <C>                                                                                             <C>
                         PART I - FINANCIAL INFORMATION
                         ------------------------------

Item 1.         Unaudited Financial Statements

                Consolidated Statements of Operations for the Three Months Ended March 31, 2001 and 2000        3

                Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000                          4-5

                Consolidated Statements of Members' Interest for the Three Months Ended March 31, 2001
                and the Year Ended December 31, 2000                                                            6

                Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2000        7

                Notes to Consolidated Financial Statements                                                      8-13

Item 2.         Management's Discussion and Analysis of Financial Condition and Results of Operations           13-16

Item 3.         Quantitative and Qualitative Disclosures About Market Risk                                      16

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


Item 1.         Legal Proceedings                                                                               17

Item 2.         Changes in Securities                                                                           17

Item 3.         Defaults Upon Senior Securities                                                                 17

Item 4.         Submission of Matters to a Vote of Security Holders                                             17

Item 5.         Other Information                                                                               17

Item 6.         Exhibits and Reports on Form 8-K                                                                17

                Signatures                                                                                      18
</TABLE>




                                        2
<PAGE>   3

                 PART I - FINANCIAL INFORMATION
                 ------------------------------

ITEM 1 - UNAUDITED FINANCIAL STATEMENTS
---------------------------------------

       REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   Three Months Ended  Three Months Ended
                                                     March 31, 2001      March 31, 2000

<S>                                                     <C>                <C>
Net sales                                               $ 266,511          $ 358,523
Cost of goods sold (including freight expense of
   6,933 and 6,680, respectively)                         291,229            334,125
                                                        ---------          ---------

Gross profit (loss)                                       (24,718)            24,398

Selling, general and administrative expense                12,419             14,574

Monitoring fees                                             1,000              1,000

Depreciation and amortization expense                      14,440             15,695

Special charges:

   Workforce reduction charges (Note 4)                    10,117              1,235

   Restructuring charges (Note 5)                             858              1,548

Loss (gain) on sale of assets                              (2,298)                26

Other expense, net                                            181                918
                                                        ---------          ---------

Operating loss                                            (61,435)           (10,598)

Interest expense, net                                      29,996             26,721
                                                        ---------          ---------

Loss before income taxes                                  (91,431)           (37,319)

Provision for income taxes                                    207                175
                                                        ---------          ---------

Net loss                                                $ (91,638)         $ (37,494)
                                                        =========          =========
</TABLE>





The accompanying notes are an integral part of these statements.






                                        3
<PAGE>   4

 REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS
             March 31, 2001 and December 31, 2000
                  (In thousands of dollars)
                         (Unaudited)

<TABLE>
<CAPTION>
                                                                  March 31, 2001    December 31, 2000
                                                                  --------------    -----------------
<S>                                                                <C>                 <C>
ASSETS

Current assets:
        Cash and cash equivalents                                  $     3,090         $     1,795
        Accounts receivable, less allowances of $14,781 and
        $25,210, respectively                                          152,698             129,278
        Inventories (Note 3)                                           210,065             271,154
        Assets held for sale (Note 7)                                    8,313               9,306
        Prepaid expenses and other current assets                        6,962              11,389
                                                                   -----------         -----------

     Total current assets                                              381,128             422,922

Property, plant and equipment:
        Land and improvements                                           14,362              15,039
        Buildings and improvements                                      35,336              35,126
        Machinery and equipment                                        722,092             716,437
        Construction-in-progress                                         6,469              13,802
                                                                   -----------         -----------

Total property, plant and equipment                                    778,259             780,404

Accumulated depreciation                                              (114,830)           (102,492)
                                                                   -----------         -----------

Net property, plant and equipment                                      663,429             677,912

Assets held for sale (Note 7)                                            2,652               7,294

Intangible assets, net of accumulated amortization                      78,472              79,783
        of $17,696 and $15,842, respectively

Other assets                                                            12,382               9,173
                                                                   -----------         -----------

Total assets                                                       $ 1,138,063         $ 1,197,084
                                                                   ===========         ===========
</TABLE>




The accompanying notes are an integral part of these statements.



                                        4
<PAGE>   5

       REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2001 AND DECEMBER 31, 2000
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                        March 31, 2001       December 31, 2000
                                                                        --------------       -----------------
LIABILITIES AND MEMBERS' INTEREST

<S>                                                                         <C>                    <C>
Current liabilities:
       Accounts payable                                                     $ 255,119              $ 234,811
       Accrued interest                                                        22,561                 34,220
       Accrued compensation and benefits                                       41,675                 38,310
       Other postretirement benefits                                           15,794                 15,794
       Defined benefit pension obligations                                     20,854                 20,854
       Accrued environmental liabilities                                        2,109                  3,668
       Other accrued liabilities                                               60,306                 63,127
       Current maturities of long-term debt                                    11,318                 11,318
       Revolving credit facility                                              342,794                329,398
                                                                          -----------            -----------
Total current liabilities                                                     772,530                751,500

Long-term debt                                                                504,433                502,254
Other postretirement benefits                                                 221,105                217,620
Defined benefit pension obligations                                            73,734                 69,089
Accrued environmental liabilities                                              17,771                 15,933
Other liabilities                                                              43,310                 43,101
                                                                          -----------            -----------
Total liabilities                                                           1,632,883              1,599,497

Mandatory redeemable members' interest - Class A Units                          3,700                  3,800

Members' interest:
       Class B Units                                                         (527,798)              (435,689)
       Class C Units                                                           32,500                 32,125
       Accumulated other comprehensive loss                                    (3,222)                (2,649)
                                                                          -----------            -----------
Total members' interest                                                      (498,520)              (406,213)
                                                                          -----------            -----------

Total liabilities and members' interest                                   $ 1,138,063            $ 1,197,084
                                                                          ===========            ===========
</TABLE>




The accompanying notes are an integral part of these statements.





                                        5
<PAGE>   6


       REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF MEMBERS' INTEREST
 FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND THE YEAR ENDED DECEMBER 31, 2000
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          Accumulated
                                                                             Other           Total
                                        Class B           Class C        Comprehensive      Members'        Comprehensive
                                         Units             Units         Income (Loss)      Interest        Income (Loss)
                                      -----------        ---------       -------------     ----------      --------------
<S>                                    <C>               <C>              <C>               <C>               <C>
Balance, January 1, 2000               $(146,594)        $  30,625        $    (673)        $(116,642)
 Accrual of preferred return              (1,861)            1,500                -              (361)
 Net loss                               (287,234)                -                -          (287,234)        $(287,234)
 Other comprehensive income:
   Foreign currency translation
     adjustment                                -                 -             (383)             (383)             (383)
 Minimum pension liability
     adjustment                                -                 -           (1,593)           (1,593)           (1,593)
                                      ------------------------------------------------------------------    ---------------
Balance, December 31, 2000              (435,689)           32,125           (2,649)         (406,213)        $(289,210)
                                      ------------------------------------------------------------------    ===============
 Accrual of preferred return                (471)              375                -               (96)
 Net loss                                (91,638)                -                -           (91,638)        $ (91,638)
 Other comprehensive income:
   Foreign currency translation
     adjustment                                -                 -             (573)             (573)             (573)

                                      ------------------------------------------------------------------    ===============
Balance, March 31, 2001                $(527,798)        $  32,500        $  (3,222)        $(498,520)        $ (92,211)
                                      ==================================================================    ===============
</TABLE>



The accompanying notes are an integral part of these statements.




                                        6
<PAGE>   7
       REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                            (IN THOUSANDS OF DOLLARS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED  THREE MONTHS ENDED
                                                                    MARCH 31, 2001     MARCH 31, 2000
                                                                  ------------------  ------------------

<S>                                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                            $(91,638)        $(37,494)
    Adjustments to reconcile net cash used
        in operating activities:
    Restructuring charges                                                    858            1,548
    (Gain)/Loss on sale of fixed assets                                   (2,298)              26
    Depreciation and amortization                                         14,440           15,695
    Accretion of original issue discount                                     693              658
    Amortization of deferred financing cost                                1,038              709
    Changes in operating assets and liabilities:
        Increase in accounts receivable                                  (23,420)         (46,255)
        Decrease in inventory                                             61,089           51,401
        Decrease in prepaid assets                                         4,427            1,482
        Increase in accounts payable                                      20,308              673
        Increase in accrued compensation and
            benefits                                                       3,365              507
        Increase (decrease) in defined benefit pension
            obligations                                                    4,645           (4,536)
        Increase in other postretirement benefits                          3,485            8,391
        Increase (decrease) in accrued environmental liabilities             279             (207)
        Decrease in other current liabilities                            (16,203)         (13,572)
    Other                                                                  2,935           (5,680)
                                                                        --------         --------
NET CASH USED IN OPERATING ACTIVITIES                                    (15,997)         (26,654)
                                                                        --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                    (835)          (3,487)
    Disposition of property, plant and equipment                           3,991            1,785
                                                                        --------         --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                        3,156           (1,702)
                                                                        --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                                           2,000                -
    Net (payments)/proceeds under revolving credit facilities             13,396           29,219
    Repayments of long-term debt                                            (514)            (555)
    Redemption of class A members' interest                                 (100)               -
    Payment of preferred return                                              (73)               -

NET CASH PROVIDED BY FINANCING ACTIVITIES                                 14,709           28,664
                                                                        --------         --------
Effect of exchange rate changes on cash                                     (573)             (43)
                                                                        --------         --------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                  1,295              265
Cash and cash equivalents - beginning of period                            1,795            4,637
                                                                        ========         ========
Cash and cash equivalents - end of period                               $  3,090         $  4,902
                                                                        ========         ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest                                                  $ 41,769         $ 33,489
                                                                        ========         ========
Cash paid for income taxes                                              $     47         $    317
                                                                        ========         ========
</TABLE>





The accompanying notes are an integral part of these statements.




                                        7
<PAGE>   8


       REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (In thousands of dollars, except as noted)
                                   (Unaudited)

1.  NATURE OF OPERATIONS, ORGANIZATION AND OTHER RELATED INFORMATION

Republic Technologies International Holdings, LLC and subsidiaries (the
"Company") manufactures and markets special bar quality ("SBQ") steel bar
products. SBQ steel bar products are high quality hot-rolled and cold-finished
carbon and alloy steel bars and rods used primarily in critical applications in
automotive and industrial equipment industries. The Company produces a wide
range of SBQ steel products and supplies a diverse customer base that includes
leading automobile and industrial equipment manufacturers and their first tier
suppliers.

The Company was formed in a combination completed on August 13, 1999 (the
"Combination"). The Combination was completed through a series of mergers, asset
transfers and related steps as set forth in a Master Restructuring Agreement
among Bar Technologies Inc. ("BarTech"), Republic Engineered Steels, Inc.
("Republic"), USS/Kobe Steel Company and various of their affiliates. Following
the Combination, Republic Technologies International, LLC ("Republic
Technologies"), a newly formed legal entity and wholly owned subsidiary of the
Company, directly or indirectly owns and operates all of the assets of BarTech,
Republic and USS/Kobe Steel Company's SBQ steel products business ("USS/Kobe").

On April 2, 2001 ("Petition Date"), Republic Technologies International, LLC and
its immediate parent, Republic Technologies International Holdings, LLC, and its
subsidiaries, Bliss & Laughlin LLC, and RTI Capital Corp. (collectively,
"Debtors"), filed voluntary petitions for reorganization under Chapter 11
("Chapter 11") of the Federal Bankruptcy Code ("Bankruptcy Code") in the United
States Bankruptcy Court in the Northern District of Ohio, Eastern Division
("Court"). The Company is managing its business subsequent to the Petition Date
as debtor-in-possession subject to Court approval. The Debtors attributed the
need to reorganize to extremely difficult market conditions that have made it
impossible for them to meet their financial obligations. The industry-wide
market conditions, the Company's high level of indebtedness following the
Combination and an overall softening of the U. S. economy had substantially
diminished the Company's liquidity, adversely impacted operations and undermined
its ability to implement strategic business initiatives in the short term.

Under Chapter 11 proceedings, actions by creditors to collect claims in
existence at the filing date ("prepetition") are stayed ("deferred"), absent
specific Court authorization to pay such claims, while the Company continues to
manage the business as debtor-in-possession. The Company received approval from
the Court to pay or otherwise honor certain of its prepetition obligations,
including employee wages and certain employee benefits. The amount of the claims
to be filed by the creditors could be significantly different than the amount of
the liabilities recorded by the Company. The Company has many executory
contracts and other agreements that could be rejected during the Chapter 11
proceedings.

Under Chapter 11, the rights of and ultimate payments by the Company to
prepetition creditors and to equity investors may be substantially altered. This
could result in claims being liquidated in the Chapter 11 proceedings at less
(and possibly substantially less) than 100% of their face value and the equity
of the Company's equity investors being diluted or cancelled. The Company's
prepetition creditors and its equity investors will each have votes in the plan
of reorganization. The Company has not yet proposed a plan of reorganization.
Due to material uncertainties, it is not possible to determine the additional
amount of claims that may arise or ultimately be filed, or to predict the length
of time the Company will operate under the protection of Chapter 11, the outcome
of the Chapter 11 proceedings in general, whether the Company will continue to
operate under its current organizational structure, or the effect of the
proceedings on the business of the Company or its subsidiaries or on the
interests of the various creditors and security holders.

As a result of the Chapter 11 filings, Events of Default, as defined in the
related debt agreements, have occurred with respect to all of the Company's
secured and unsecured debt. Subsequent to the Petition Date, the secured debt
will be classified as a current liability and the unsecured debt will be
classified as liabilities subject to compromise.

On April 3, 2001, the Company entered into a Debtor-in-Possession Revolving
Credit Agreement ("DIP Credit Agreement") with Fleet Capital Corporation ("Fleet
Capital") and other lenders who are parties thereto to provide secured
debtor-in-possession financing to the Company. The maximum borrowings under the
DIP Credit Agreement are $420 million in the aggregate and include a
sub-facility of $50 million for the issuance of letters of credit. Advances
under the DIP Credit Agreement bear interest at a base rate used by Fleet
Capital, plus the applicable margin; or a Eurodollar rate on deposits for a
given period, plus the applicable margin. The applicable margin on base rate
loans is 1.5% and on Eurodollar loans is 3.5%. The applicable margin on base
rate and Eurodollar loans may be increased by 2% under specified circumstances.
A borrowing base


                                       8
<PAGE>   9

limits the amount available at any time. The Company's net availability on its
revolving credit facility at May 31, 2001 was $26.9 million. The DIP Credit
Agreement grants a security interest in accounts receivable, inventory,
intellectual property and related assets of the Company, and the real estate and
fixed assets comprising the Canton Ohio Caster and Continuing Rolling Facility,
including the related melt shop. The DIP Credit Agreement also contains certain
restrictive covenants which, among other things, restrict the Company's ability
to incur additional indebtedness or guarantee the obligations of others, change
its line of business, merge, consolidate and acquire or sell assets or stock,
pay dividends, or prepay or amend the notes or any of its subordinated
indebtedness. The Company is also required to maintain minimum cumulative EBITDA
as defined in the DIP Credit Agreement and limit its net capital expenditures.

Although the Company has entered into the DIP Credit Agreement, the Company may
need to obtain additional financing to meet its cash flow requirements.
Restrictive covenants included in the debtor-in-possession credit facility and
oversight by the Bankruptcy Court limit the Company's ability to incur
additional indebtedness, or sell assets (most of which are pledged), and may
otherwise limit the operational and financial flexibility of the Company.

The accompanying consolidated financial statements have been prepared on a going
concern basis of accounting and do not reflect any adjustments that might result
if the Company is unable to continue as a going concern. The Company's recurring
losses and negative cash flows from operations, current liabilities in excess of
current assets and the subsequent Chapter 11 cases raise substantial doubt about
the Company's ability to continue as a going concern. As discussed above,
management intends to submit a plan for reorganization to the Bankruptcy Court.
The ability of the Company to continue as a going concern and appropriateness of
using the going concern basis is dependent upon, among other things, (i) the
Company's ability to comply with debtor-in-possession financing agreements, (ii)
submission and confirmation of a plan of reorganization under the Bankruptcy
Code, (iii) the Company's ability to achieve profitable operations after such
confirmation, and (iv) the Company's ability to generate sufficient cash from
operations to meet its obligations.

Management believes that a plan of reorganization, as it is being developed and
subject to approval of the Bankruptcy Court, and the debtor-in-possession
financing, along with cash provided by operations, will provide sufficient
liquidity to allow the Company to continue as a going concern; however, there
can be no assurance that the sources of liquidity will be available or
sufficient to meet the Company's needs. The consolidated financial statements do
not include any adjustments relating to recoverability and classification of
recorded asset amounts or the amount and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.

2.  BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements contain results for Republic
Technologies International Holdings, LLC and its subsidiaries for the three
months ended March 31, 2001 and 2000. These consolidated statements are
unaudited. Certain information and footnote disclosures normally prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. Although management believes that all adjustments, including normal
recurring adjustments necessary for a fair presentation, have been made, interim
periods are not necessarily indicative of the results of operations for a full
year. As such, these financial statements should be read in conjunction with the
audited financial statements and notes thereto for the year ended December 31,
2000 included in the Company's Form 10-K, filed with the Securities and Exchange
Commission.

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany balances have been
eliminated in consolidation. Certain reclassifications have been made to prior
period financial statements to conform to current period presentation.

The Company operates in three separate segments: hot-rolled, cold-finished and
specialty steels. In connection with the acquisition of Republic, the Company
determined its intent to sell the specialty steels segment of the business
("Specialty Steel Division"). The Company manages the reportable segments as
separate strategic business units. Differences between the segments include
manufacturing techniques and equipment, competition, and end-users. The Company
sold certain assets from its Baltimore specialty steel plant in January 2001 and
is currently in the process of selling the remaining real estate and assets of
the Specialty Steel Division. The accompanying consolidated financial statements
reflect the Specialty Steel Division as a discontinued business in accordance
with Accounting Principles Board Opinion No. 30. See Note 7 for further
information related to discontinued operations.

A plan of reorganization could materially change the amounts currently recorded
in the consolidated financial statements. The accompanying consolidated
financial statements do not give effect to any adjustment to the carrying value
of assets or amounts and classifications of liabilities that might be necessary
as a result of resolving the bankruptcy. For financial statement periods


                                       9
<PAGE>   10

after April 2, 2001 (the Petition Date), the Company's consolidated financial
statements will be presented in accordance with the AICPA Statement of Position
90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code. On confirmation of a plan of reorganization, the Company expects to
utilize "Fresh Start Accounting" in accordance with the guidelines for
accounting for emergence from bankruptcy. Under Fresh Start Accounting, a
revaluation of Company assets to reflect current values can be expected.

3.  INVENTORIES

The components of inventories are as follows:

                                           March 31, 2001   December 31, 2000
                                           --------------   -----------------
Raw materials                                $ 14,939           $ 21,583
Semi-finished and finished goods              195,126            249,571
                                             --------           --------
Total                                        $210,065           $271,154
                                             ========           ========

At March 31, 2001 and December 31, 2000, inventories are net of market reserves
and obsolescence reserves aggregating $7.5 million and $6.7 million,
respectively.

4.  WORKFORCE REDUCTION CHARGES

In connection with the Republic acquisition in September 1998, a new Master
Collective Bargaining Agreement and settlement agreement (collectively, the
"Master CBA") covering all of the former Republic and BarTech facilities with
employees represented by the United Steel Workers of America ("USWA") were
entered into with the USWA. The Master CBA replaced the existing collective
bargaining agreements with the USWA, other than selected plant-specific
agreements. In connection with the Combination, the scope of the Master CBA was
extended to cover the former USS/Kobe Lorain, Ohio facility. The Master CBA
expires on October 31, 2003. The Master CBA provides for improvements in the
existing defined benefit pension plans covering employees at former Republic
facilities, former USS/Kobe facilities and the former Bliss & Laughlin Harvey,
Illinois facility, and the creation of a defined benefit pension plan obligation
covering employees at former BarTech facilities. The existing defined benefit
pension plans may be consolidated into one defined benefit pension plan in the
future, which will contain terms found in traditional steel industry defined
benefit pension plans.

The Master CBA requires Republic Technologies International, LLC to offer Early
Retirement Buyouts ("ERBs") to at least 1,000 employees and permits Republic
Technologies International, LLC to offer a Voluntary Severance Plan ("VSP"). The
purpose of these programs is to reduce the hourly workforce by a net reduction
of over 1,900 hourly employees over four years. These programs are substantially
voluntary in nature. Accordingly, the costs associated with these workforce
reductions are being recognized as the offers are accepted by the employees and
intended to be awarded by the Company. Through March 31, 2001, 829 voluntary ERB
packages were accepted. As such, the Company has recorded $106.8 million of
workforce reduction charges to date for early retirement benefits and special
termination payments.

Under the terms of Master CBA, if the ERBs and VSPs do not achieve targeted
headcount reductions, Republic Technologies International, LLC will have the
flexibility to reduce the hourly workforce by approximately 300 employees in
addition to the number of accepted ERBs and VSPs. Pursuant to the Master CBA,
USWA represented employees will be eligible for Supplemental Unemployment
Benefits (SUB) and the continuation of certain health insurance benefits.

5.  RESTRUCTURING CHARGES AND RESERVES

The Company continues to execute its consolidation plan developed at the time of
the Combination. Through the consolidation plan, the Company expects to create a
more efficient, higher quality network of production facilities operated by a
smaller more flexible workforce and to rationalize the corporate overhead
structure of the combined companies. During 2000, the Company shutdown two of
its production facilities: the Johnstown, Pennsylvania melt shop facility and
the Canton, Ohio 12" rolling mill facility, announced the shutdown of its
Willimantic, Connecticut cold-finishing facility, which occurred in March of
2001, and continued to rationalize the corporate overhead structure of the
combined companies.

As a result of these actions, the Company recorded charges of $74.7 million
during 2000 and $.9 million during the three months ended March 31, 2001. The
charges recorded during 2000 were for the write-down of property, plant, and
equipment for certain affected facilities and to establish reserves for labor
and severance costs, other than ERBs and VSPs discussed in Note 4, and facility
closure costs. The $.9 million charge recorded in the first quarter of 2001 was
for severance costs relating to additional


                                       10
<PAGE>   11

administrative staff reductions. Also during the first quarter of 2001, an
adjustment of $1.5 million was recorded in the restructuring reserves that
represents a change in estimate in the reserve for facility closure costs, which
was provided from recoveries on dispositions of property, plant, and equipment
previously written down through asset impairment charges.

During 2000, the Company recorded restructuring charges of $66.5 million related
to the closing of the Johnstown facility. These charges consisted of a $40.6
million write-down of property, plant, and equipment, $6.0 million of facility
closure costs, and $3.2 million in additional environmental remediation required
as a result of the closure. The restructuring charges also included hourly
employee separation costs of $16.0 million for hourly workers and $.7 million
for non-hourly severance. The hourly employee separation charge was based on
estimates of the cost of an agreement reached with the USWA.

Restructuring charges of $3.5 million were also recorded during 2000 related to
the announced closing of the Willimantic facility. These charges consisted of a
$3.2 million write-down of property, plant, and equipment and $.3 million in
additional environmental remediation required as a result of the closure. All of
the affected employees accepted ERBs or VSPs in the second quarter of 2001.

Unlike the closure of the Johnstown facility, the closure of the Canton 12"
rolling facility was part of the Company's original consolidation plan
contemplated at the time of the Republic acquisition. Fair value adjustments to
the fixed assets and shutdown reserves related to the Canton 12" facility were
recorded at the date of the Republic acquisition. Charges for hourly labor of
$1.4 million were recorded during 2000 related to employment security provisions
in the labor agreement with the USWA. The Company has not recorded a provision
for hourly employee separation costs in view of the fact that all affected
employees were offered and have accepted suitable alternative employment at
other Company facilities.

The Company had previously recorded a reserve for the reduction of non-union
labor and other shutdown reserves at the date of the Republic acquisition
related to the manufacturing locations selected for closure (the Canton 12"
rolling facility and the Chicago 11" rolling facility) amounting to $4.4 million
and $1.9 million, respectively. Adjustments reducing these previously recorded
reserves due to changes in estimates were recorded in 2000 amounting to $1.4
million.

Additionally, a reserve for the reduction of administrative labor amounting to
$4.6 million during 2000, including $1.5 million for the first quarter 2000, was
recorded as a restructuring charge in the consolidated statement of operations.

The activity impacting the accruals for restructuring reserves during the year

three months ended March 31, 2001, is summarized in the table below:

                                   Labor &          Facility
                                  Severance          Closure            Total
                                                      Costs
                                  --------          --------          --------

December 31, 2000                 $ 18,568          $  6,385          $ 24,953
    Provision                          858                                 858
    Amount utilized                 (1,902)           (1,170)           (3,072)
    Adjustments                      1,544                               1,544
                                  --------          --------          --------
March 31, 2001                    $ 17,524          $  6,759          $ 24,283
                                  ========          ========          ========

6.  SEGMENT INFORMATION

The Company operates in three reportable segments: hot-rolled, cold-finished and
specialty steels. As discussed previously in Note 2, the Company intends to sell
its specialty steel division and accordingly, the accompanying consolidated
financial statements reflect that division as a discontinued operation in
accordance with Accounting Principles Board Opinion No. 30. As such the
following tables do not reflect specialty steels as a reportable segment. The
Company manages the reportable segments as separate strategic business units.
Differences between the segments include manufacturing techniques and equipment,
competition, and end-users. The Company measures segment performance based on
earnings before net interest expense, income taxes, depreciation and
amortization expense, other postretirement benefit charges, workforce reduction
charges and other (income) loss, net ("EBITDA, as defined").

HOT-ROLLED
Hot-rolled bars and rods are processed from blooms and billets on rolling mills
to change the internal physical properties, size or shape of the steel.
Desirable characteristics of hot-rolled products include internal soundness,
uniformity of chemical


                                       11
<PAGE>   12

composition and freedom from surface imperfection. The Company's hot-rolled
products include rounds, squares and hexagons, in both cut-lengths and coils.
Customers for hot-rolled products include manufacturers of automotive parts,
industrial equipment, independent forgers, steel service centers, and
converters. The Company's hot-rolled products are used in the manufacture of
end-use products such as automotive drive trains, engine and transmission parts,
bearings and tractor components.

COLD-FINISHED
Cold-finishing is a value-added process which improves the physical properties
of hot-rolled bars and rods. Cold-finished products are produced from hot-rolled
bars by cold-drawing, turning, grinding, thermal treating or a combination of
these processes. The manufacturing process allows for production of products
with more precise size and straightness tolerances, as well as improved strength
and surface finish, that provides customers with a more efficient means of
producing a number of end products by often eliminating processing steps in the
customers' use of the products. The Company's cold-finished products include
rounds, squares, hexagons, and flats, all of which can be further processed by
turning, grinding or polishing, or a combination thereof. Customers for
cold-finished products include manufacturers of automotive parts, industrial
equipment, steel service centers and distributors. The Company's cold-finished
products are used in the manufacture of end-use products such as automotive
steering assemblies, electrical motor shafts, ball and roller bearings, valves
and hand tools.

Intersegment sales are made at an agreed upon transfer cost which is adjusted
quarterly and are eliminated in consolidation. Selling, general and
administrative and other costs are allocated 80% to hot-rolled and 20% to
cold-finished. Pension costs are allocated based on the amount of payroll
incurred by each segment.

<TABLE>
<CAPTION>
                                                             For the Three Months Ended March 31, 2001
                                         ----------------------------------------------------------------------------------
                                                                                          Inter Segment
                                                             Cold-           Total         Elimination/
                                           Hot-Rolled       Finished        Segments          Other         Consolidated


<S>                                            <C>              <C>            <C>              <C>             <C>
Net sales                                      $ 234,245        $59,313        $ 293,558        $(27,047)       $  266,511

Depreciation and amortization                     13,181          1,259           14,440               --           14,440

Segment profit (EBITDA, as defined)              (32,075)          (449)         (32,524)              --         (32,524)

Segment assets                                   990,129        129,277        1,119,406           18,540        1,137,946

Capital expenditures                                 783             52              835               --              835
</TABLE>


<TABLE>
<CAPTION>
                                                             For the Three Months Ended March 31, 2000
                                         ----------------------------------------------------------------------------------
                                                                                          Inter Segment
                                                             Cold-           Total        Elimination/
                                           Hot-Rolled       Finished        Segments          Other        Consolidated


<S>                                            <C>              <C>            <C>              <C>              <C>
Net sales                                      $ 314,627        $82,453        $ 397,080        $(38,557)        $ 358,523

Depreciation and amortization                     14,479          1,216           15,695              --            15,695
Segment profit (EBITDA, as defined)               10,838          3,500           14,338              --            14,338

Segment assets                                 1,195,946        265,925        1,461,871         (75,079)        1,386,792

Capital expenditures                               3,248            239            3,487              --             3,487
</TABLE>

7.  DISCONTINUED OPERATIONS

In connection with its acquisition of Republic, the Company determined its
intent to sell its Specialty Steel Division and accordingly, the accompanying
consolidated financial statements reflect that division as a discontinued
operations in accordance with Accounting Principles Board Opinion No. 30. An
estimate of the operating results of the Specialty Steel Division during the
phase-out period from the acquisition date to the estimated ultimate disposition
date was made and included as a fair value adjustment as part of the allocation
of the Republic purchase price. During the year ended December 31, 2000, a
provision of $9.8 million was made for estimated additional loss and a charge of
$7.0 million was taken for the permanent shutdown of the Baltimore Specialty
facility. In the three months ended March 31, 2001, no additional provision was
recorded related to the Specialty Steel Division.



                                       12
<PAGE>   13

The Company sold certain assets from its Baltimore plant in January 2001 and is
currently in the process of selling the remaining real estate and assets of the
Specialty Steel Division. Management anticipates the disposition to be completed
during the second quarter of 2001.

Sales and related losses for the discontinued operations were as follows (net
loss on discontinued operations has been reflected in the Company's financial
statements as a reduction in the accrual for losses on the discontinued
operations that was provided as part of the estimated loss on disposition):



                                              Three Month's Ended March 31
                                               2001                 2000
                                            --------------------------------
Net sales                                   $  6,324             $ 12,902
Gross loss                                    (1,541)              (2,651)

Loss before income taxes                      (1,123)              (3,843)
Provision for income taxes                        --                   --
                                            --------------------------------
Net loss                                    $ (1,123)            $ (3,843)
                                            ================================

The components of net assets of discontinued operations included in the
Company's consolidated balance sheets as assets held for sale are as follows:

                                             March 31, 2001  December 31, 2000
                                             --------------  -----------------


Assets held for sale, current- Inventories         $8,313        $9,306
                                                   ======        ======

Assets held for sale, non-current - Property,
       plant and equipment                         $2,652        $7,294
                                                   ======        ======


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

GENERAL
The Company is the largest producer of special bar quality steel products in the
United States with a market share of approximately 23%, based on 2000 calendar
year shipments. SBQ steel products are high quality hot-rolled and cold-finished
carbon and alloy steel bar and rod used primarily in critical applications in
automotive and industrial equipment. SBQ steel products are sold to customers
who require precise metallurgical content and quality characteristics. SBQ steel
products generally contain more alloys and sell for substantially higher prices
than merchant and commodity steel bar and rod products. The Company produces the
widest range of SBQ steel products in the United States and supplies a diverse
customer base that includes leading automobile and industrial equipment
manufacturers and their first tier suppliers.

RESULTS OF OPERATIONS
The following discussion relates to the Company's consolidated results of
operations for the three months ended March 31, 2001 and 2000. The results for
the three months ended March 31, 2001 are not necessarily indicative of the
results to be expected for the full year ended December 31, 2001.

THREE MONTHS ENDED MARCH 31, 2001 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2000 Net sales for the three months ended March 31, 2001 totaled $266.5 million
on shipments of approximately 536,991 net tons compared with net sales of $358.5
million for the three months ended March 31, 2000 on shipments of approximately
708,800 tons. Net sales for the three months ended March 31, 2001 were comprised
of $207.2 million for hot-rolled and $59.3 million for cold-finished, compared
with hot-rolled net sales of $276.1 million and cold-finished net sales of $82.5
million for the three months ended March 31, 2000. The decrease in net sales and
tons shipped reflects the weak demand in the automotive and service center
markets that has negatively effected the results for the three months ended
March 31, 2001. There was also an overall decrease in net selling value per ton
shipped of $9.50 or 1.9% from the three months ended March 31, 2000 to the three
months ended March 31, 2001. This was due to the change in product as the
Company's less value added semi-finished sales were higher in the first quarter
of 2001 than in the prior year.

Cost of sales totaled $291.2 million, or 109.3% of net sales, for the three
months ended March 31, 2001 compared with cost of sales of $334.1 million, or
93.9% of net sales, for the similar period ended March 31, 2000. Cost of sales
for the three months


                                       13
<PAGE>   14

ended March 31, 2001 consisted of $233.5 million on hot-rolled products and
$57.7 million on cold-finished products compared with $257.9 million on
hot-rolled products and $76.2 million on cold-finished products for the three
months ended March 31, 2000. The overall increase in cost of sales as a
percentage of net sales from the three months ended March 31, 2000 to the three
months ended March 31, 2001 was primarily due to reduced units of production in
the current quarter coupled with primarily fixed labor costs.

Selling, general and administrative expenses were $12.4 million, or 4.7% of net
sales, for the three months ended March 31, 2001 compared with $14.6 million, or
4.1% of net sales, for the three months ended March 31, 2000. The overall
decrease in selling, general and administrative expenses is due in part to the
continuing benefits derived from combining selling, general and administrative
functions following the Combination. Additionally there was a further reduction
in selling, general and administrative headcount during the quarter.

Depreciation and amortization expenses were $14.4 million for the three months
ended March 31, 2001, compared with $15.7 million for the three months ended
March 31, 2000. The decrease in the current period was primarily related to the
reduction of goodwill amortization following the impairment charge taken in the
fourth quarter of 2000.

Workforce reduction charges were $10.1 million for the three months ended March
31, 2001, compared with $1.2 million for the three months ended March 31, 2000.
The increase was due to 49 voluntary early retirement buyouts ("ERBs") being
accepted during the first three months of 2000 compared to 6 ERBs accepted
during the first three months of 2000.

Restructuring charges were $.9 million and $1.5 million of severance related
costs for administrative staff reductions for the three months ended March 31,
2001 and 2000, respectively. This was caused by a reduced amount of terminations
in the first quarter of 2001 as compared to the first quarter of 2000.

Net interest expense was $30.0 million for the three months ended March 31, 2001
compared with $26.7 million for the three months ended March 31, 2000. The $3.3
million increase in net interest expense was attributable to the increased
average borrowings during the quarter over the first quarter of 2000.

The provision for income taxes for the three month periods ended March 31, 2001
and 2000, consisted of currently payable income taxes, primarily foreign income
taxes owed by Canadian Drawn Steel Company ("CDSC").

As a result of the above, the Company reported a net loss of $91.6 million for
the three months ended March 31, 2001 compared with a net loss of $37.5 million
for the three months ended March 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES

The Company's sources of liquidity include cash and cash equivalents, cash from
operations, and amounts available under its revolving credit facility.
Subsequent to the Petition Date, sources of liquidity also include its
debtor-in-possession facility, which is provided by the same group of banks that
provided the revolving credit facility.

The Company's primary liquidity needs prior to the Petition Date related to
working capital needs, funding requirements relating to its agreement with the
Pension Benefit Guaranty Corporation (the "PBGC"), capital expenditures and
other costs relating to the Company's consolidation plan, debt service
requirements and tax distributions to the Company's members.

PBGC Obligations
----------------

In connection with the Combination, Republic Technologies International, LLC
agreed with the PBGC to fund $178 million into the Republic Engineered Steels,
Inc. USWA Defined Benefit Plan, a defined benefit pension plan for employees
represented by the USWA in connection with the headcount reduction and related
early retirement benefits contemplated by the Company's consolidation plan. Of
the $178 million, $66.5 million has been funded through April 2001. Republic
Technologies International, LLC, under the terms of the current amended PBGC
agreement, was required to make quarterly contributions in accordance with the
following schedule: $2.0 million per quarter for the next two payments, $14.8
million per quarter for the next three payments, and $14.2 million per quarter
for the next four payments, and one final quarterly payment of $6.3 million.
These funding levels are subject to the outcome of the Chapter 11 proceedings.
In addition, pursuant to the Company's consolidation plan, Republic Technologies
International, LLC was to offer a combination of early retirement buyout
packages to its employees. The actual cost of the early retirement buyout
packages and voluntary retirement plans will depend on the


                                       14
<PAGE>   15

outcome of the Chapter 11 proceedings and the mix of such arrangements offered
to and accepted by the hourly employees represented by the USWA.

In addition, with respect to the USS/Kobe Union Eligible Pension Plan, a defined
benefit plan for union employees, the Company agreed with the PBGC to maintain a
specified level of funding based on statutory funding requirements. The
contributions were to be made as follows: for the year 2001, an amount necessary
to avoid an accumulated funding deficiency plus $6 million , an amount so that
the December 31, 2001 credit balance equals that of December 31, 2000 with
interest plus $2 million; for 2002, an amount so that the December 31, 2002
credit balance equals that of December 2001 with interest plus $2 million; for
2003, an amount so that the December 31, 2003 credit balance equals that of
December 31, 2002 with interest plus $2 million. Beginning with 2004, the
Company was to make contributions to maintain the December 31, 2003 credit
balance with interest. As security for such obligation, the Company has provided
the PBGC with a $5 million letter of credit. The Company currently estimates
that approximately $52.2 million of fundings will be required to obtain the
December 31, 2004 required balance. These funding levels are also subject to the
outcome of the Chapter 11 proceedings.

Capital Expenditures
--------------------

The Company invested $835.2 thousand in capital expenditures during the three
months ended March 31, 2001 and $13.1 million during the year 2000. The
Company's debtor-in-possession facility limits capital expenditures to $29.0
million in 2001 and $30.2 million in 2002. The Company's four-year consolidation
plan originally contemplated construction of a new large bar mill which
management estimates would cost approximately $90 million. The plan to construct
this facility is currently under review and subject to the outcome of the
Chapter 11 proceedings.

Debt Service Requirements
-------------------------

On April 3, 2001, the Company has entered into a Debtor-in-Possession Revolving
Credit Agreement ("DIP Credit Agreement") with Fleet Capital Corporation ("Fleet
Capital") and other lenders who are parties thereto to provide secured
debtor-in-possession financing to the Company. The maximum borrowings under the
DIP Credit Agreement are $420 million in the aggregate and include a
sub-facility of $50 million for the issuance of letters of credit. Advances
under the DIP Credit Agreement bear interest at a base rate used by Fleet
Capital, plus the applicable margin; or a Eurodollar rate on deposits for a
given period, plus the applicable margin. The applicable margin on base rate
loans is 1.5% and on Eurodollar loans is 3.5%. The applicable margin on base
rate and Eurodollar loans may be increased by 2% under specified circumstances.
A borrowing base limits the amount available at any time. The Company's net
availability on its revolving credit facility at May 31, 2001 was $26.9 million.

Although the Company has obtained a debtor-in-possession credit facility,
liquidity will be impacted by the uncertainty of the bankruptcy proceedings,
including restructuring and settlement of prepetition obligations, the terms of
the debtor-in-possession credit facility and the ability to obtain other
financing. As a result of these uncertainties, there can be no assurance
existing or future sources of liquidity will be adequate.

The accrual and payment of interest on debt facilities, other than the
debtor-in-possession facility, has been suspended subsequent to the Petition
Date. All such debt service requirements are subject to the outcome of the
Chapter 11 proceedings.

Liquidity Sources and Other Factors Affecting Liquidity
-------------------------------------------------------

The Company's lower than expected sales in the first quarter of 2001 caused its
liquidity to be negatively affected. The Company's liquidity position has also
been negatively impacted by the implementation of its consolidation plan as a
result of the time lag between the incurrence of certain costs and the receipt
of the expected cash flow benefits, such as in the case of headcount reductions
requiring lump sum payouts.

Management has sought to improve the Company's liquidity position by taking a
number of actions including increasing spot prices, reducing administrative
staff, implementing cost cutting programs, reducing inventories, and closing
operations. The Company closed its Baltimore, Maryland Specialty Steel facility
and its Willimantic cold-finishing plant in the first quarter of 2001. In
addition, the Company reduced its planned capital expenditures from $48.0 to
$13.1 million for the year 2001, and obtained deferrals of approximately $46.0
million of certain quarterly 2000 and 2001 Pension Benefit Guaranty Corporation
("PBGC") funding requirements until 2002 and 2003. The Company is also in the
process of selling its specialty steels division and expects to complete the
sale in the second quarter of this year. The Company is also in the process of
selling certain real estate from facilities closed as part of the consolidation
plan.



                                       15
<PAGE>   16

Notwithstanding these actions, on April 2, 2001, the Company and the majority of
its subsidiaries filed voluntary petitions for reorganization under Chapter 11
of the Federal Bankruptcy Code in the United States Bankruptcy Court (see Note 1
to the consolidated financial statements).

Although the Company has obtained a debtor-in-possession credit facility, the
Company may need to obtain additional financing to meet its cash flow
requirements. Restrictive covenants included in the debtor-in-possession credit
facility and oversight by the Bankruptcy Court limit the Company's ability to
incur additional indebtedness, or sell assets (most of which are pledged), and
may otherwise limit the operational and financial flexibility of the Company.

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

         -        the Company's ability to develop and obtain approval of a plan
                  of reorganization during its Chapter 11 proceedings;
         -        the Company's ability to increase sales to existing and new
                  customers, particularly sales to automotive and industrial
                  equipment manufacturers;
         -        the Company's ability to implement its consolidation plan and
                  to realize the expected benefits of the Combination in the
                  time frame and at the costs currently contemplated;
         -        market conditions and general risks associated with the steel
                  industry; and
         -        the matters discussed under the caption "Risk Factors" in the
                  Company's Registration Statement on Form S-4.

The reader should not place undue reliance on the forward-looking statements
contained in this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------

The Company has a cold-finished facility in Canada and is, therefore, subject to
foreign currency exchange rate exposure. Historically, the exchange rate
volatility and related exposure to the Company has been minimal. At the present
time, the Company does not hedge foreign currency risks.

The Company is exposed to market risks due to changes in interest rates with
respect to certain of its long-term debt. The fair value of the Company's Senior
Notes was determined using quoted market prices. At March 31, 2001, the fair
value of the Company's senior notes was $57.4 million based on the quoted price
of $13.50 per $100 of par value. There was no significant change in the fair
value of the remainder of the Company's debt from December 31, 2000.




                                       16
<PAGE>   17



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

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

Bankruptcy Filings. On April 2, 2001, Republic Technologies International, LLC
and its immediate parent, Republic Technologies International Holdings, LLC, and
its subsidiaries, Bliss & Laughlin, LLC and RTI Capital Corp., filed voluntary
petitions for reorganization under Chapter 11of the Federal Bankruptcy Code in
the United States Bankruptcy Court in the Northern District of Ohio, Eastern
Division.

The Chapter 11 cases have been assigned to Judge Marilyn Shea-Stonum and
designated as case Numbers 01-51117 (Republic Technologies International, LLC),
01-51118 (Republic Technologies International Holdings, LLC), 01-51119 (Bliss &
Laughlin, LLC), and 01-51120 (RTI Capital Corp.). The chapter 11 cases will be
jointly administered for procedural purposes, only, under case Number 01-51117.
Each of these entities will continue to operate its business and manage its
property as a debtor in possession pursuant to sections 1107 and 1108 of the
Bankruptcy Code. As a result of the Chapter 11 filings, litigation relating to
prepetition claims against the Debtors is stayed; however, certain prepetition
claims by the government or governmental agencies seeking equitable or other
non-monetary relief against the Debtors are not subject to the automatic stay.

Other. The Company and its subsidiaries are involved in various legal
proceedings occurring in the ordinary course of business. It is the opinion of
management, after consultation with legal counsel, that except for certain
environmental proceedings (which is discussed in detail in the Company's Annual
Report filed on Form 10-K), these matters will not materially affect the
Company's consolidated financial position, results of operations or cash flows.

ITEM 2. CHANGES IN SECURITIES
-----------------------------

None.


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

As a result of the Chapter 11 filings, Events of Default, as defined in the
related debt agreements, have occurred with respect to all of the Company's
$515.7 million of secured and unsecured debt.



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

None.


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

None.

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

         a.) Reports on Form 8-K

         (10.51)  Form 8-K dated April 9, 2001 related to Republic Technologies
                  International, LLC and its immediate parent, Republic
                  Technologies International Holdings, LLC, and its
                  subsidiaries, Bliss & Laughlin LLC, and RTI Capital Corp.
                  filing voluntary petitions for reorganization under Chapter 11
                  of the Federal Bankruptcy Code in the United States Bankruptcy
                  Court in the Northern District of Ohio, Eastern Division.








                                       17
<PAGE>   18


                                   SIGNATURES



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




                             REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC





Date: June 1, 2001          By: /s/Joseph F. Lapinsky
                                ---------------------
                            Joseph F. Lapinsky
                            Chief Executive Officer,
                               President and Chief
                               Operating Officer

Date: June 1, 2001          By: /s/Stephen Graham
                                -----------------
                            Stephen Graham
                            Executive Vice President and
                               Chief Financial Officer


Date: June 1, 2001          By: /s/ Joseph A. Kaczka
                                --------------------
                            Joseph A. Kaczka
                            Vice President of Finance, Controller
                               and Chief Accounting Officer





                                       18