<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   FORM 10-K FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



         (Mark one)

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


           For the fiscal year ended March 31, 2001
                           OR

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

           For the transition period from ____________ to ____________

                        COMMISSION FILE NUMBER 333-75849

                             OXFORD AUTOMOTIVE, INC.
             (Exact name of Registrant as specified in its charter)


                       MICHIGAN                           38-3262809
           (State or other jurisdiction of               (I.R.S. Employer
             incorporation or organization)             Identification No.)


           1250 STEPHENSON HIGHWAY, TROY MICHIGAN                   48083
           (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:   (248) 577-1400

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

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

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

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

The Registrant is a privately held corporation. As such, there is no practicable
method to determine the aggregate market value of the voting stock held by
non-affiliates of the Registrant.

At June 20, 2001, there were outstanding 298,711 shares of the Registrant's
common stock.




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                                     PART I

ITEM 1.  BUSINESS

    GENERAL

         For purposes of this Report, the "Company", "our", "we", and "us" shall
    refer to Oxford Automotive, Inc. ("Oxford Automotive") and its consolidated
    subsidiaries, unless the context otherwise requires.

         We are a leading global Tier 1 or direct supplier of high-quality,
    engineered metal components, assemblies, mechanisms and modules used by
    original equipment automotive manufacturers, commonly referred to as "OEMs".
    Our core products are complex, high value-added products, primarily
    assemblies containing multiple stamped parts, forgings, various welded,
    hemmed or fastened components and locking and release mechanisms. Our
    product focus is directed toward four areas: closure panels, suspension
    systems, complex structural systems and mechanisms. These products, which
    include large structural stampings (door module) and assemblies, including
    exposed "Class A" surfaces, leaf springs and smaller complex welded
    assemblies, are used in manufacturing a variety of sport utility vehicles
    ("SUVs"), light and medium trucks, mini-vans, vans and passenger cars. These
    products are also used in the recently introduced "hybrid vehicles", defined
    as a cross between the popular SUV segment and traditional passenger car
    segment. We are the sole source supplier of these products to our customers.
    On a pro forma basis, assuming the acquisition of Aries Industries
    Mecanismes et Decoupage Fin S.A. described below, had occurred on April 1,
    2000, we would have had net sales of $884.5 million and EBITDA before the
    impact of the Rationalization Charge described below of $62.1 million for
    the fiscal year ended March 31, 2001.

    Our largest customers, based on pro forma net sales for the fiscal year
    ended March 31, 2001, assuming the acquisition of Aries Mecanismes had
    occurred April 1, 2000 are: Ford Motor Company (23%), General Motors
    Corporation (18%), DaimlerChrysler AG (15%), Renault S.A. (14%), Peugeot
    S.A. (14%), Fiat (5%) and The Saturn Corporation (4%). We have been
    providing products to our major customers in the United States for more than
    50 years and the European OEMs for more then 20 years and have earned
    outstanding commercial ratings for our high-quality standards, including
    GM's Supplier of the Year and Mark of Excellence Awards, Ford's Q1 Award,
    DaimlerChrysler's Gold Pentestar Award, CAMI's President's Award and have
    recently been named one of three strategic stampers for Mercedes Benz. We
    also sell our products to other Tier 1 suppliers. For the fiscal year ended
    March 31, 2001, approximately 58% of our net sales, on a pro forma basis
    assuming the acquisition of Aries Mecanismes occurred on April 1, 2000, were
    derived from sales of our products manufactured for SUVs, mini-vans, vans
    and light trucks. In recent years, SUVs, mini-vans, vans and light trucks
    have experienced stronger growth in vehicle production as compared to the
    passenger car sector. This sector includes those platforms and models which
    have strong consumer demand, such as Ford's F-Series Pickup, Ranger,
    Explorer and Windstar, DaimlerChrysler's Ram pickup and mini-vans, Renault's
    Kangoo and Espace, and Peugeot's Monospace. See Note 14 of the Oxford
    Automotive, Inc. Notes to Consolidated Financial Statements for a
    description of the Company's domestic and export sales.

         OEMs are increasingly demanding full service design, engineering,
    program management and production capabilities. Our recent acquisitions
    continue to strengthen our position as a leading Tier 1 supplier of
    assemblies, systems and modules to the OEMs. We have the critical mass and
    capabilities in the areas of design and advance engineering, sales and
    marketing, and product expertise that provide the basis for our strategy of
    becoming a fully-integrated, global systems/module supplier. Through
    acquisitions, the Company's revenues have risen at a compounded annual
    growth rate of 58% from $85 million for fiscal year 1996 to $824 million for
    the fiscal year ended March 31, 2001. These acquisitions have also allowed
    us to support our customers on a worldwide basis, with current facilities in
    the United States, Canada, Mexico, France, Germany, Italy, Turkey, Argentina
    and a joint venture interest in Venezuela.

                                                                               2


<PAGE>   3


         We currently operate 38 manufacturing facilities, all of which are
    QS9000 certified. The facilities offer the latest technologies in metal
    stamping (machining and fine blanking), forging, welding and assembly
    production equipment, including fully-automated hydraulic and wide-bed press
    lines (up to 350 inches), robotic welding cells, robotic hemming,
    autophoretic and cataphoretic corrosion resistant coating, injection
    molding, die casting and a patented eye forming process. We also have the
    worldwide exclusive rights (outside the CIS--formerly Soviet Union) to the
    "MAZ" tapering process for our suspension applications. In excess of $300
    million has been invested since 1992 in capital investments to support sales
    growth, expand production capabilities and improve efficiency and
    flexibility. Our diverse line of over 575 presses that range up to 3,000
    tons including both conventional and transfer technology and
    state-of-the-art robotic weld assembly and hemming equipment are capable of
    manufacturing a broad assortment of parts and assemblies ranging from simple
    stampings to full-size, Class A door and closure panels. We are one of a few
    independent suppliers that has the ability to produce large, complex
    stampings, as well as the technical expertise and automated assembly
    capabilities to provide high value-added modules such as door apertures and
    assemblies, A-pillars, Class A surface products, control arms, multiple leaf
    and parabolic leaf springs and mechanisms.

         During the year ended March 31, 2001, we successfully launched several
    new programs including control arms for the GM - Trailblazer/Envoy/Bravada,
    the door, hood, and underbody assemblies for the Pontiac Aztec and Buick
    Rendezvous, doors and structural components and apron assembly for the Ford
    Focus and Escort, and structural components for the Peugeot 306 and
    Monospace. These programs generated approximately $53.0 million of net sales
    in 2001. Other recent significant business awards not yet in production,
    together with the sales management believes will be generated by the awards,
    include: Saturn Vue front and rear sub-frame ($24.0 million), Renault W84
    closure panels ($40.0 million), Peugeot T52 program ($50.0 million) and the
    Ford Mustang control arms ($11.0 million). We believe these awards may
    generate the proposed sales, however, such sales will be subject to an
    automotive industry downturn and a decrease in customer demand for motor
    vehicles could adversely affect our sales. See "Item 1. Business - Forward
    Looking Statements."

    BUSINESS STRATEGY

         Our principal objective is to be a leading, full-service, global Tier 1
    supplier of design and engineering services and integrated systems solutions
    based on metal forming and related manufacturing technologies. We believe
    that we are well positioned to benefit from three significant trends in the
    stamping and metal forming segments of the automotive industry: outsourcing,
    consolidation and globalization. Outsourcing of metal stamping has increased
    in response to competitive pressures on OEMs to improve quality and reduce
    capital requirements, labor costs, overhead and inventory. Whereas
    traditionally this was only prevalent in North American OEMs, European OEMs
    are now actively pursuing this strategy. Consolidation among automotive
    industry suppliers has occurred as OEMs have more frequently awarded
    long-term sole source contracts to the most capable global suppliers. In
    addition, OEMs are increasingly seeking full service suppliers who can
    provide a complete package of design, engineering, project management and
    manufacturing support for an integrated system (such as a front-end system).
    Finally, OEMs are positioning themselves to reach emerging markets in a cost
    effective manner by seeking to design and produce "world cars" which can be
    designed in one vehicle center and produced and sold in different geographic
    markets. We intend to capitalize on these trends through internal
    development and strategic acquisitions. The key elements of our strategy
    include the following:

         Provide Full-Service Program Management. We are focused on developing
    full-service program management capabilities. We work with OEMs throughout
    the product development process from concept and prototype development
    through the design and implementation of manufacturing processes. Program
    management begins with the assembly of a cross functional team drawn from
    every aspect of the business - program managers with experience in all
    disciplines, as well as personnel from such areas as engineering, quality,
    finance, purchasing and human resources. This roster also includes key
    representatives from our technical headquarters, the manufacturing plant and
    the client. We believe our ability, through our North American and European
    technology


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    centers, to manage programs and provide design, engineering, prototyping,
    tooling, blanking, stamping, forging, assembly, and corrosion resistant
    coating to our customers creates a unique capability present in only a
    limited number of suppliers. We believe this capability will enable us to
    manage large programs, assist us in reducing customer program launch time,
    lower customer costs and increase our margins.

         Supply Complex, High Value-Added Systems. As a result of our technical
    design and engineering capabilities and our reputation for highly-efficient
    manufacturing operations, we are able to secure supply relationships for
    complex, high value-added products, primarily assemblies and modules that
    contain multiple stamped parts and various welded, hemmed or fastened
    components. For example, we produce closure panels - doors, decklids, hoods
    and trunk lids for the Saturn LS, Saturn Sport Coupe, Pontiac Aztek and the
    Renault Megane, the radiator enclosure, floor pan and toe-to-dash panel for
    the Ford Windstar, floor pan assembly for the Renault Espace, the control
    arm on the PN-131 platform, the control arm assemblies for Ford's F-Series
    pickups and DaimlerChrysler's T-300, the radiator support assembly for GM's
    W-car (Grand Prix, Century, Lumina, Monte Carlo, Regal and Intrigue),
    complex A-pillar assemblies for the Ford Mustang and the Ford Ranger pickup,
    and multiple leaf, parabolic (long taper) multiple leaf, and single leaf
    long taper suspension systems for products ranging from Ford's F-Series
    pickups to DaimlerChrysler's mini-vans. These complex products typically
    generate higher dollar content per vehicle as well as higher margins for the
    Company as compared to simple, individual stampings. We plan to capitalize
    on our ability to develop and provide integrated modules and assemblies to
    deliver to the OEMs an integrated product such as a complete door or
    front-end system. In addition to doors, radiator supports and Class A
    surface components, we believe we have unique expertise with respect to
    control arms and leaf springs, which we will further develop as a fully
    integrated suspension system.

         Focus on High Growth Vehicle Categories. Our sales and marketing
    efforts have been, and will continue to be, directed toward sectors of the
    automotive market that have experienced strong consumer demand. In North
    America, the high growth segment is SUVs, mini-vans, vans and light trucks
    and the emerging hybrid segment, while in Europe the high growth segment is
    passenger cars. For the fiscal year ended March 31, 2001, approximately 58%
    of our sales were derived from the SUV segment and on a pro forma basis
    assuming the acquisition of Aries Mecanismes had occurred on April 1, 2000,
    approximately 35% of our sales were derived from the passenger car segment.

         Provide Superior Engineering Solutions. We provide engineering
    solutions to our customers through our extensive product and engineering
    expertise. Weight reduction, modularization and integration of components
    into systems, using state of the art design, prototyping and process
    technologies, address the customer requirements for continuous improvement.
    As a full service global supplier, we have taken a leading position in
    integrating simulation software into our design culture. This considerable
    investment in time and resources supports one long-term goal: finding new
    technologies for old line stamping operations and working to achieve cost
    reduction and manufacturing efficiencies. Our Technology Division is a full
    service provider of early phase product design, process simulation and is a
    leader in large die prototyping and complex welded assemblies. The division
    also provides supplemental design and engineering services to the automotive
    OEMs and Tier 1 suppliers.


         Further Our Global Presence. We are actively pursuing additional
    strategic acquisitions and joint-venture opportunities in Europe and Mexico
    and intend to pursue opportunities that will allow us to increase our
    presence in South America, and establish a presence in Asia and other
    markets in order to serve our customers on a global basis. Several OEMs have
    announced certain models designed for the world automobile market. As a
    result, the OEMs have encouraged their existing suppliers to establish
    foreign production support for these programs. This globalization provides
    access to new customers and technology, as well as economic cycle
    diversification. We currently have operations in the United States, Canada,
    Mexico, France, Germany , Turkey, Argentina and Italy and have established a
    presence in Venezuela.



                                                                               4

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         Pursue Strategic Acquisitions and Alliances. In response to the trend
    in the OEM market toward "full service systems suppliers", we are focused on
    making strategic acquisitions and entering into strategic alliances and
    joint ventures that will enhance our ability to provide integrated systems
    (such as a door or front-end systems) or otherwise leverage our existing
    business by providing additional program management, engineering, product,
    manufacturing and service capabilities. We also intend to pursue
    acquisitions that will expand our customer base by providing an entree to
    new customers, including the North American operations of Asian and European
    based OEMs. We believe that the continuing supplier consolidation in the
    stamping and metal forming segments may also provide attractive
    opportunities to acquire high-quality companies at favorable prices,
    including businesses which can be improved financially through overhead
    elimination, organizational restructuring, plant reconfiguration, labor
    contract negotiations and management changes. We will also pursue
    acquisitions that enable us to achieve a global presence.

    RECENT DEVELOPMENTS

    On April 3, 2000, we acquired through a wholly owned indirect subsidiary,
    the Group Gessaroli business from Officine Meccaniche Gessaroli S.p.A.,
    Gess.cardi Gessaroli Agostino & c.s. as., and various individuals. The
    purchase price was ITL 24.0 billion ($11.8 million) plus up to ITL 3.6
    billion ($1.8 million) for the payment of income taxes and debt, subject to
    a closing date net asset adjustment, if applicable. On April 3, 2000, ITL
    21.6 billion ($10.7 million) of the total purchase price was paid to sellers
    and ITL 2.4 billion ($1.2 million) was held back, pending any applicable
    purchase price adjustment or indemnification claim. On October 19, 2000, the
    purchase price adjustment was finalized and resulted in the elimination of
    the ITL 2.4 billion hold back. The Gessaroli Group's integrated
    manufacturing operations cover all functions of design, engineering, die and
    mold construction, parts production and assembly for its metal formed
    components including fine blanking and weld and assembly of components,
    modules and injection molded products.

         On August 2, 2000, pursuant to a share purchase and sales agreement,
    dated August 2, 2000, among Oxford Automotive Mecanismes et Decoupage Fin II
    SAS, a wholly-owned indirect subsidiary of the Company and Aries Industries,
    S.A., we acquired all of the issued and outstanding shares of Aries
    Mecanismes from Aries Industries. The purchase price was FF 430 million,
    subject to possible downward adjustments for minimum net assets as of the
    August 2, 2000 and minimum EBITDA for the twelve months after August 2,
    2000. On the closing date, FF 350 million less approximately FF 60 million
    in financial indebtedness assumed or approximately FF 290 million was paid
    to Aries Industries. The remaining purchase price of FF 80 million, subject
    to any applicable purchase price adjustment or indemnification claim, is
    payable in two equal installments on the second and third anniversaries of
    the closing date, subject to the possible early payment of up to FF 10
    million of the deferred payments if certain conditions relating to the
    minimum EBITDA adjustment are met. Effective February 13, 2001, the final
    purchase price negotiations resulted in the elimination of the deferred
    purchase price of FF 80 million. For the year ended December 31, 1999, Aries
    Mecanismes had net sales of approximately $160 million US. Aries
    Mecanismes' integrated manufacturing operations cover all functions of
    design, engineering, parts production and assembly of door, hood and decklid
    hinges, latches, sliding door mechanisms, parking brakes, jacks, fine
    blanking, hot rolled profiles and other metal formed components. The Company
    intends to continue and expand the current operations of Aries Mecanismes.

    On March 30, 2001, we announced that we would close plants, eliminate jobs
    and take a one-time after tax restructuring charge of approximately $43
    million ($71 million pre-tax). Approximately $37 million of the charge was
    recorded in the fourth quarter of fiscal year ended March 31, 2001, with the
    balance to be reflected in the first two quarters of fiscal year ending
    March 31, 2002. This capacity rationalization action anticipates the closure
    of four North American plants over a two year period and will result in the
    elimination of up to 500 jobs of the North American salaried and hourly
    workforce. These actions will reduce excess capacity and result in the
    transfer of substantially all of the products manufactured in the closed
    facilities to other Oxford Automotive facilities ( See "Item 7. Management's
    Discussion and Analysis of Financial Condition and Results of Operations--
    Capacity Rationalization Plan").



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   INDUSTRY TRENDS

         The OEM market to which we sell our products consists of program
    management, design, engineering, prototype and development, production and
    sale of parts, components, assemblies and modules or systems (several
    components assembled together) for use in the manufacture of new motor
    vehicles. Our performance, growth and strategic plan are directly related to
    certain trends within the OEM market. The North American OEMs have each been
    substantially reducing the number of suppliers that may bid for awards and
    outsourcing an increasing percentage of their production requirements. This
    trend is now rapidly developing among the European OEMs as well. As a
    result, the OEMs are focusing on the development of long-term, sole source
    relationships with suppliers who can provide more complex parts, as well as
    complete subassemblies and modules on a just-in-time basis while at the same
    time meeting strict quality requirements. These requirements are
    accelerating the trend toward consolidation of the OEMs supplier base, as
    those suppliers who lack the capital and production expertise to meet the
    OEMs needs, either cease to operate or are merged with larger suppliers.
    OEMs benefit from outsourcing because outside suppliers generally have
    significantly lower cost structures and, as described below, suppliers can
    assist in shortening development periods for new products.

         In addition to consolidation and outsourcing, suppliers are
    participating earlier in the design and engineering process, providing
    research, as well as product development, product testing/validation,
    prototyping and tooling. OEMs generally expect Tier 1 suppliers to (i)
    participate in the design and engineering of complex assemblies, (ii)
    develop the required manufacturing process to deliver these assemblies on a
    just-in-time basis, and (iii) assume responsibility for quality control.
    This results in shorter development times for new products, as evidenced by
    the "go-fast" program, proceeding from concept to market in less than 24
    months, initiated by General Motors on the Pontiac Aztek, as well as higher
    quality and lower part costs.

         While the focus by the OEMs remains quality and cost, we believe that
    the focus for the future will also be on global capabilities of program
    management, design innovation and ability to provide value-added products
    and systems. The OEMs have been very successful in making high-quality and
    low cost a minimum requirement to remain in the industry, as opposed to a
    competitive advantage for certain suppliers. These evolving requirements can
    best be addressed by suppliers with sufficient resources to meet such
    demands. For full-service suppliers such as us, this environment provides an
    opportunity to grow by obtaining business previously provided by other
    suppliers who can no longer meet the current or future requirements and
    expectations of the OEMs and by acquisitions that further enhance product
    manufacturing and service capabilities. Although the requirements of the
    OEMs have already resulted in significant consolidation of component
    suppliers in many product segments, we believe that many opportunities exist
    for further consolidation within our business segments.

    PRODUCTS

         We generate the majority of our net sales from large, complex, high
    value-added closures and structural modules, primarily assemblies that
    generally consist of multiple parts, which we stamp, forge and assemble with
    various welded or fastened components. We are the sole source supplier of
    these complex modules and assemblies. Our product focus is directed toward
    four areas: closure panels, suspension systems, complex structural systems
    and mechanisms. These products include unexposed components and assemblies
    that are fundamental to the structural integrity of the vehicle such as
    A-pillars, radiator supports, floor pans, toe-to-dash panels, leaf springs,
    frame and suspension components, reinforcements, locking mechanisms, latches
    and hinges. In addition to unexposed modules and assemblies, we have the
    capability and expertise to produce Class A surfaces such as door
    assemblies, door apertures, rocker panels, fuel filler doors, which require
    virtually flawless finishes and more stringent customer requirements than
    unexposed assemblies. These products require superior engineering and
    automated manufacturing and assembly capabilities due to their exterior
    visibility, complexity, and high volume requirements. The combination of
    these systems and modules provides the capability to virtually build an
    entire body-in-white and all related closure panels.


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         We focus on complex and larger components and assemblies that typically
    generate higher dollar content per vehicle as well as higher margins for the
    Company. These assemblies, such as the A, B and C pillars, control arms,
    leaf springs, door assemblies, door apertures, deck lids and radiator
    supports require larger, high tonnage, wide-bed, fully-automated press
    capabilities, complex automated weld and hemming assembly, autophoretic and
    cataphoretic corrosion resistant coating, machining, and automated assembly
    of purchased components. In addition, we provide mechanisms for high value/
    complex function such as door hinges with integrated door stops and electric
    sliding door devices.


         The charts below detail our major customers, platforms and our major
    products

<TABLE>
<CAPTION>

           WORLDWIDE                                                  WORLDWIDE
           CUSTOMERS                                                  PLATFORMS

<S>                           <C>
Audi                          A6, B6, C6,
CAMI                          Tracker, Vitara, Swift
DaimlerChrysler               Dakota, Cherokee, Ram pickup, Durango, Caravan/Voyager
Fiat                          Punto, Bravo/Brava, Marea, Ducato, Multipla, Alfa 145/146, Alfa 156,
                              Alfa 166, Alfa Sportive, Lancia Y, Lancia K, Lancia Lybra
Ford Motor Company            Explorer, F-Series Pickup, Focus, Mustang, Ranger, Econoline,
                              Expedition, Countour/Mystique, Escort, Sporttrac, Mondeo and Transit
General Motors                Corvette, Grand Prix, S/T Pickup, Suburban, Astro/Safari, Cavalier, Seville, Aztek,
                              Rendezvous, Envoy/Bravada/Trailblazer, Grand Am
Honda                         Accord/Civic
Mercedes                      Ebobus,  Sprinter, Actros/Atego , C Class SL, E Class, Unimog, SLK, A Class, CLK S Class
                              and Maybach
Nissan                        Micra
Opel                          T300/Corsa, T600/Zaphra, Astra
PSA Peugeot Citroen            Evasion /806 , Xantia, 205, 306, 405, Berlingo, 106/Saxo, Xsara
Renault                       Megane, Express, Kangoo, Master, Laguna, Espace, Twingo, Clio
Saab                          9.3 Convertible, 9.5 Sedan
Saturn                        LS, Sport Coupe, Vue
Toyota                        Yaris
Volkswagon                    Golf, Passat

</TABLE>



                         PRODUCT LINES
<TABLE>
<CAPTION>


STRUCTURAL                                                          CHASSIS
<S>                                                                 <C>
Bow-roof panel, door frame, frame rear upper,                       front body Brackets, cross members, engine cradles, fuel tanks,
hinge pillar, full floor pan, instrument panels, panel back         spring shackles/hangers, spring towers
body pillar, panel center pillar inner, rail assembly engine
compartment, rear floor member, roof rails, toe to dash panel

<CAPTION>


COMPLEX STAMPINGS/ASSEMBLIES                                         SUSPENSION

<S>                                                                  <C>
Floor pan assemblies, frame windshield front, inner                  Control arms, leaf springs (multi/ conventional/parabolic),
door panels, heat shields, oil pans, radiator support                twist axles, control links and spring mounts
assembly


<CAPTION>


CLASS A                                                              MECHANISMS
<S>                                                                  <C>
Closure panels, door assemblies, hood/bonnet, roof panels            Door and articulating hinges, latches, locking mechanisms,
truck cabs                                                           sliding door mechanisms, pedal assemblies, parking brakes
                                                                     and jacks
</TABLE>


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<PAGE>   8



    We have received purchase orders for production commencing after the current
    model year, which production typically continues through the product's life
    cycle and is subject to the volume requirements of customers, for the
    following major products on an annualized basis: Saturn Vue front and rear
    sub-frame ($24.0 million), Renault W84 closure panels ($40.0 million),
    Peugeot T52 program ($50.0 million) and the Ford Mustang control arms ($11.0
    million). We believe these awards may generate the proposed sales, however
    such sales will be subject to an automotive industry downturn and a decrease
    in customer demand for motor vehicles could adversely affect our sales. See
    "Item 1. Business - Forward Looking Statements."

    DESIGN AND ADVANCED ENGINEERING

         We strive to maintain a technological advantage through investment in
    program management, product design, advanced engineering and prototype
    capabilities in an effort to exceed the customer's expectations for value
    and service. Our engineering staff encompasses such disciplines as computer
    aided design, commonly known as CAD, virtual prototyping, draw die and
    process simulation, advanced engineering, manufacturing feasibility, and
    tooling and process development.

         As our customers continue to outsource larger assembled systems which
    must be designed at earlier stages of vehicle development rather than the
    smaller parts which are attached to them, we are increasingly required to
    utilize advanced engineering resources early in the planning process.
    Advanced engineering resources create improved engineering design, CAD
    feasibility studies, working prototypes and testing programs to meet
    customer specifications. Given this increased demand for early involvement
    in the design and engineering aspects of production development, we
    established a technical center in North America, and most recently Europe,
    that houses our engineering and design groups. We utilize structured program
    management based on the Automotive Industry Action Group sanctioned Advanced
    Part Quality Planning principles to ensure part quality in all phases of
    design and manufacturing. We have an established data management and CAD
    department through the Technology Division that supports all major customer
    systems. We provide full and complete engineering solutions up through
    "black box" design. "Black box" design involves the customer setting broad
    product requirements and leaving the design, material, tooling and
    production to the supplier. We also provide "gray box" engineering
    capabilities in which the customer has principal design responsibility while
    our engineers work closely with the customer in designing the specifications
    of the product material, the part to be produced and the tooling required to
    produce the finished product. We are also on-line with all major customers
    which accelerates the process of design changes.

         Our design and advanced engineering expertise is an important
    differentiating factor in maintaining our relationships with and obtaining
    new business from our customers and, in management's judgment, was an
    essential factor in winning the new business described above. We believe our
    design and advanced engineering expertise is among the best in the industry
    based on products provided to customers.


                                                                               8



<PAGE>   9


    CUSTOMERS AND MARKETING

         We supply our products on a long-term preferred and sole source basis,
    primarily to Ford (23%), GM (18%), DaimlerChrysler (15%), Renault (14%),
    Peugeot (14%), Fiat (5%) and Saturn (4%) (percentages are approximates of
    net sales for the fiscal year ended March 31, 2001 on a pro forma basis for
    the acquisition of Aries Mecanismes) with the remaining net sales comprised
    of sales primarily to other automotive suppliers. We have been providing
    products directly to our customers in the United States for more than 50
    years, and directly to European OEMs for more than 20 years. We currently
    have locations in the United States, Canada, Mexico, France, Germany, Italy,
    Turkey, Argentina and Venezuela and provide components for OEMs doing
    business in Europe, North America and South America. We believe our presence
    in Europe and Mexico is strategically important and has led to several
    significant new opportunities with OEMs doing business in these locations.
    We also believe that Metalcar, our Venezuelan joint venture, provides
    further entree into Mexican and South American markets. We believe
    Metalcar's production capabilities and strong management team will provide
    us with the means to further penetrate these markets not only for springs,
    but also metal stamping and other Company products. We maintain very strong
    relationships with our customers and continually strive to exceed customer
    expectations and anticipate customer needs. This approach has enabled us to
    maintain our status as a long-term supplier with each of our major customers
    and as part of a limited group of preferred suppliers invited to bid for
    platform work.

         With the efforts by the OEMs to reduce the product development cycle
    time ("go fast" programs), top suppliers are increasingly charged with
    responsibility in the early design and development stages. For example, we
    obtain many of our new orders through a presourcing process by which the
    customer invites one or a few preferred suppliers to manufacture and design
    a component, assembly or module that meets certain price, timing and
    functional parameters. Upon selection at the development stage, we typically
    agree with the customer to cooperate in developing the product to meet the
    specified parameters. Upon completion of the development stage and the award
    of the manufacturing business, we receive a blanket purchase order for those
    components, assemblies or modules for the life of a vehicle model or
    platform, which typically range from five to seven years. Consequently, the
    key success factors for OEM suppliers now include total program management
    that encompasses state-of-the-art design, reduced launch cycle times, and
    the manufacture and delivery of high quality products at competitive prices.

         We believe that the advanced engineering and sales organization at our
    technical centers offer services few other suppliers have available for
    their customers on a global basis. The group's primary activities are:

         -    program management
         -    quoting/cost estimating
         -    assembly/automation
         -    CAD design and data control
         -    virtual prototyping
         -    draw die simulation
         -    tool process/design
         -    early phase prototypes

         The sales group is divided into customer-oriented business units, each
    with a business unit manager responsible for all facets of customer needs,
    as well as strategies for growing their particular customer base. The entire
    group is dedicated to advanced technical development and servicing a
    multitude of customers' needs as one team.


                                                                               9

<PAGE>   10




    RAW MATERIALS

         The cost of raw materials represented approximately 49.6% of our net
    sales for the fiscal year ended March 31, 2001 on a pro forma basis for the
    acquisition of Aries Mecanismes. On an annual basis, steel represents
    approximately 58% of total raw materials purchases. We expect to purchase
    nearly 500,000 tons of steel in fiscal 2002 for use in our production. The
    remaining 42% of raw materials purchases is represented by various purchased
    parts such as forgings, bushings, ball joints, isolators, corrosion
    resistant coating, and various fasteners.

         We participate with respect to the majority of our North American
    platforms in steel purchase programs through Ford, GM and DaimlerChrysler.
    Beginning in November of 2000, our European operations also began limited
    participation in such programs with Renault. Under these programs, the steel
    is purchased by the OEM from the steel mill and sold to us at a negotiated
    or matrixed price. These purchase programs effectively neutralize the
    exposure to steel price increases and decreases, as any price increases from
    the steel mills are either absorbed by the OEM prior to our purchase of the
    steel or such increases are reflected in our purchase of the steel and
    passed back to the OEM in the product pricing.

    COMPETITION

         The market for our products is characterized by strong competition from
    both captive OEM suppliers and external, non-captive suppliers. We compete
    with a limited number of competitors that have the physical assets and
    technical resources to produce large bed stampings, complex parts and
    subassemblies of multiple parts. Our largest competitors include The Budd
    Company, a subsidiary of Thyssen AG; Magna International Inc.; Tower
    Automotive, Inc.; Trianon Industries Corp.; Ogihara America Corp.; Wagon
    PLC; Mayflower Corporation, PLC; Shiloh Industries; Magnettosre; Benteler
    AG; and divisions of OEMs with internal stamping and assembly operations.
    Within the leaf spring segment of our business our main competitor is
    Rassini, Inc., and in the suspension segment of our business our major
    competitors are TRW, Inc., Dana Corp. and Benteler AG.

         We compete for business at the beginning of the development for new
    model platforms, as well as the redesign of current models. This process can
    begin from 18 to 36 months prior to the introduction of the new model. After
    the customer awards a program, that supplier is generally designated as the
    sole source supplier for the life of that program, which typically lasts 4
    to 5 years for passenger cars and up to 10 years for trucks (particularly
    for unexposed structural components and assemblies).

    EMPLOYEES

         At March 31, 2001, we employed approximately 7,400 persons in the
    United States, Canada, Mexico, France, Italy, Germany, Turkey and South
    America, of which approximately 1,600 are employed on a salaried basis and
    the balance are hourly employees. Substantially all of the hourly employees
    are represented by various local unions through collective bargaining
    agreements. These individual agreements which are from three to five years
    in length expire over the period February 2002 through July 2005.

         In 1994, prior to our acquisition of the facility, we experienced a
    two-week work stoppage at the Chatham, Ontario facility. In addition, in
    1996, prior to our acquisition of Cofimeta S.A, we experienced a three-week
    work stoppage at the saint Florent facility. Other than these events, we
    have not experienced any organized work stoppages at any time during the
    past ten years. At the present time, we believe that our relations with our
    employees are good.

    REGULATORY MATTERS

         Our facilities and operations are subject to a wide variety of federal,
    state, local, and foreign environmental laws, regulations, and ordinances,
    including those related to air emissions, wastewater discharges, and
    chemical and hazardous waste management and disposal ("Environmental Laws").
    Our operations also are governed by laws relating to workplace safety and
    worker health, primarily the Occupational Safety and Health Act, and foreign


                                                                              10

<PAGE>   11


    counterparts to such laws. In many jurisdictions, these laws are complex and
    change frequently. The nature of our operations exposes us to risks of
    liabilities or claims with respect to environmental and worker health and
    safety matters. There can be no assurance that material costs will not be
    incurred in connection with such liabilities or claims.

         Based on our experience to date, we believe that the future cost of
    compliance with existing Environmental Laws (or liability for known
    environmental claims) will not have a material adverse effect on our
    business, financial condition or results of operations. However, future
    events, such as changes in existing Environmental Laws or their
    interpretation, may give rise to additional compliance costs or liabilities
    that could have a material adverse effect on our business, financial
    condition or results of operations. Compliance with more stringent
    Environmental Laws, as well as more vigorous enforcement policies of
    regulatory agencies or stricter or different interpretations of existing
    Environmental Laws, may require additional expenditures by the Company that
    may be material.

         Certain Environmental Laws hold current owners or operators of land or
    businesses liable for their own and for previous owners' or operators'
    releases of hazardous or toxic substances, materials or wastes, pollutants
    or contaminants, including petroleum and petroleum products ("Hazardous
    Substances"). Certain laws, including but not limited to the Comprehensive
    Environmental Response, Compensation & Liability Act ("CERCLA"), may impose
    joint and several liability on responsible parties. Because of our
    operations, the long history of industrial uses at some of our facilities,
    the operations of predecessor owners or operators of certain of the
    businesses, and the use, production, and releases of Hazardous Substances at
    these sites, we are affected by such liability provisions of the
    Environmental Laws. Several of our facilities have experienced some level of
    regulatory scrutiny in the past and are or may be subject to further
    regulatory inspections, future requests for investigation or liability for
    past disposal practices.

         Our Alma, Michigan plant is listed on the Michigan Department of
    Environmental Quality ("MDEQ") list of Michigan Sites of Environmental
    Contamination. Based on filings with the MDEQ by the current owner of the
    petroleum refinery which adjoins the Alma plant property, the refinery has
    been determined by the MDEQ to be the source of certain contamination
    existing in the eastern area of the Alma plant property. While we do not
    expect to incur significant future costs in connection with this matter, we
    cannot guarantee that such future costs will not be material.

         The Resource Conservation and Recovery Act and the regulations
    thereunder ("RCRA") regulates the generation, treatment and disposal of
    hazardous wastes. In the mid-1980s, we entered into a Consent Agreement and
    Final Order, through a subsidiary, with the United States Environmental
    Protection Agency (the "EPA") relating to the final closure of a surface
    water impoundment area at the Alma plant under RCRA. We have remediated the
    impoundment soils and sediments and we have implemented a groundwater
    monitoring program with EPA approval under RCRA. A final closure report has
    been submitted to the EPA. In addition, we are conducting soil investigation
    and groundwater monitoring, with MDEQ involvement, in a separate section of
    the Alma plant at which contaminants have been detected by our consultants.
    Both of these programs may be affected by the suspected contamination from
    the petroleum refinery described above. While future soil and/or groundwater
    remediation costs, if any, are not expected to be material, we cannot
    predict such costs with certainty and no guarantee can be made that these
    costs will not be material.

         We have been named as a potentially responsible party, along with
    several other companies, in connection with a former disposal facility
    located in the St. Louis, Michigan area. The State of Michigan has begun an
    investigation of this facility which we, along with certain other named
    parties, are monitoring. While the costs of investigation and remediation,
    if any, are not expected to be material, we cannot accurately estimate such
    costs at this time.


                                                                              11

<PAGE>   12



     FORWARD LOOKING STATEMENTS

         This report contains statements relating to such matters as anticipated
    financial performance, business prospects and other matters, including
    statements relating to volume growth, awarded sales contracts, or statements
    expressing general optimism about future operating results that are
    forward-looking statements within the meaning of Section 21E of the
    Securities Exchange Act of 1934, as amended. In addition, the Company may
    from time to time publish or communicate other statements that could also be
    construed to be forward-looking statements. These statements are or will be
    based on the Company's estimates, assumptions and projections, and are
    subject to risks and uncertainties, including those specifically listed
    below, that could cause actual results to differ materially from those
    included in the forward-looking statements.

         The risks and uncertainties that may affect the operations,
    performance, development and results of operations of the Company include
    the following: (1) the OEM supplier industry is highly cyclical and, in
    large part, impacted by the strength of the economy generally, by prevailing
    interest rates and by other factors which may have an effect on the level of
    sales of automotive vehicles; (2) future price reductions, increased quality
    standards or additional engineering capabilities may be required by the
    OEMs, which are able to exert considerable pressure on their suppliers; (3)
    the OEMs may decide to in-source some of the work currently performed by the
    Company; (4) work stoppages and slowdowns may be experienced by OEMs and
    their Tier 1 suppliers, as a result of labor disputes; (5) there may be a
    significant decrease in sales of vehicles using the Company's products or
    the loss by the Company of the right to supply any of such products to its
    major customers; (6) increased competition could arise in the OEM supplier
    industry; and (7) changing federal, state, local and foreign laws,
    regulations and ordinances relating to environmental matters could affect
    the Company's operations, including the effects of any possible new
    legislation related to the Ford/Firestone recall.






ITEM 2.  PROPERTIES

         Our corporate headquarters, engineering, technical center and sales
    offices are currently located in Troy, Michigan, a suburb of Detroit, close
    to our core of North American automotive customers. Our manufacturing plants
    are strategically located near OEM manufacturing sites.

         We operate over 575 presses ranging from under 100 ton to 3,000 ton
    capabilities. We are capable of producing components and assemblies from the
    smallest brackets to full-size, Class A door and closure panels with our
    unique wide-bed (180 inch), automated press line. Production systems include
    welding robots, pick and place robots and other state-of-the-art automation,
    as well as autophoretic, cataphoretic and Hunting corrosion resistant
    coating systems.

         As OEMs have increased quality standards and implemented just-in-time
    and sequenced delivery/inventory management methods, the consistency of
    quality, as well as the timeliness and reliability of shipments by OEM
    suppliers, have become crucial in meeting logistical demands of the OEMs and
    reducing operating costs of the supplier. We have responded by developing
    and adopting manufacturing practices that seek to maximize quality and
    eliminate waste and inefficiency in our own operations and in those of our
    customers. Our manufacturing and engineering capabilities enable us to
    design and build high quality, efficient manufacturing systems, processes
    and equipment. We have invested heavily in our commitment to quality through
    education of employees and implementation of cost management and control
    systems from the plant floor up.



                                                                              12

<PAGE>   13


         All suppliers are required to meet numerous quality standards in order
    to qualify as a preferred and long-term supplier to the OEMs. The QS-9000
    standards were developed by international and domestic automobile and truck
    manufacturers to ensure that their suppliers meet consistent quality
    standards that can be independently audited. The QS-9000 standards provide
    for the standardization and documentation of a supplier's policies and
    procedures to improve suppliers' efficiencies. The European automobile and
    truck manufacturers have developed similar standards to the QS-9000
    standards, referred to as EAQF. We are QS-9000 certified and our operations
    in Europe are EAQF, QS-9000 and ISO 9002 certified.

         In addition to the QS-9000 standard, each OEM maintains its own
    certification or award system for preferred suppliers based on the
    supplier's demonstrated quality, delivery and certain commercial
    considerations. Ford requires that all suppliers receive its Q1 rating in
    order to quote for new production business. GM's Supplier of the Year Award
    provides certain competitive advantages to the recipients but is not a
    requirement for current GM suppliers to bid on new business. DaimlerChrysler
    allows suppliers who have received its Gold Pentastar Award to retain any
    current business when it is replaced by a new model without competitive
    bidding. Other OEMs maintain various award programs for their suppliers that
    recognize outstanding performance by the supplier. We have received
    DaimlerChrysler's Gold Pentastar Award for each of our facilities that have
    DaimlerChrysler as a customer. We have the Q1 rating from Ford at all plants
    that are required to have the Q1 rating.


         A summary of our major facilities, including the facilities of our less
    than majority owned affiliates is set forth below:

<TABLE>
<CAPTION>



     Country                 Facility           Size (Sq. Ft.)       Country             Facility           Size (Sq. Ft.)
     -------                 --------           --------------       -------             --------           --------------

<S>                 <C>                         <C>                 <C>           <C>                       <C>
  United States     Alma, Michigan                      389,000      Mexico       Saltillo (1)                        20,000
                    Argos, Indiana                      386,000                   Silao (1)                           42,000
                    Corydon, Indiana                    200,000                   Ramos Arizpe (1)(2)                330,000
                    Chicago, Illinois                   160,000
                    Greencastle, Indiana                214,000      France       Douai (3)                          600,000
                    Lapeer, Michigan (5)                 85,000                   Elancourt (1)                       37,000
                    Hillman, Michigan                     6,760                   Orbec                              188,000
                    Masury, Ohio (5)                    150,000                   St. Florent                        431,000
                    Oscoda, Michigan (5)                 57,000                   Essomes                            150,700
                    Prudenville, Michigan (5)            76,000                   Champigny                          112,000
                    Troy, Michigan (1)                   54,000                   St. Pierre                         188,400
                    Troy CET                             16,000                   Brevilly                           172,200

      Canada        Cambridge, Ontario (5)              290,000      Germany      Altensteiger                       301,000
                    Chatham, Ontario (5)                190,000                   Iselshausen                        132,000
                    Wallaceburg, Ontario (5)            240,000                   Wolfsberg                          134,000

      Italy         Turin (3)                           110,000     Argentina     General Rodriguez (1)                6,450
                    Pozilli (1)                         129,000     Venezuela     Valencia (4)                       122,000
                                                                     Turkey       Bursa (1)                           32,300
</TABLE>



                                                                              13


<PAGE>   14






         (1)  All properties above are owned, with the exception of those
              denoted above. These properties are leased with lease expiration
              dates ranging from June 2002 to February 2008.
         (2)  We have entered into a cross border asset usage facility for this
              location.
         (3)  The Douai, France location has two facilities. The Turin, Italy
              location has four facilities.
         (4)  Owned by Metalurgica Carabobo, S.A., a Venezuelan joint venture
              of which we have a 49% interest.
         (5)  This facility is subject to a mortgage under the Company's Senior
              Credit Facility.


ITEM 3.  LEGAL PROCEEDINGS

         We are subject to various claims, lawsuits and administrative
    proceedings related to matters arising in the normal course of business. In
    the opinion of management, after reviewing the information that is currently
    available with respect to such matters and consulting with legal counsel,
    any liability which may ultimately be incurred with respect to these matters
    will not materially affect our financial position. See Item 1
    "Business-Regulatory Matters".

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

         There were no matters submitted to a vote of the Company's security
    holders during the fourth quarter ended March 31, 2001.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
         MATTERS

         There is no established trading market for any class of common equity
    of the Company. As of June 20, 2001, there were 22 shareholders of record of
    the Company's common stock.

         We have not paid cash dividends during the past two fiscal years and do
    not plan to pay cash dividends in the near term. We are restricted in our
    ability to pay dividends under certain debt covenants.

         The Company did not sell any equity securities during the year ended
    March 31, 2001 that were not registered under the Securities Act of 1933, as
    amended.



ITEM 6. SELECTED FINANCIAL DATA

         The following table sets forth selected consolidated historical
    financial data of the Company for the years ended March 31, 1997, 1998,
    1999, 2000 and 2001. The selected consolidated historical financial data for
    the years ended March 31, 1997 and 1998 was derived from the audited
    consolidated financial statements of the Company not included herein. The
    selected consolidated historical financial data for the years ended March
    31, 1999, 2000 and 2001 was derived from the audited consolidated financial
    statements of the Company, which are included elsewhere in this Report,
    together with the report of PricewaterhouseCoopers LLP, independent
    accountants. The following table should be read in conjunction with
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations," and the Consolidated Financial Statements of the Company and
    the related notes and other financial information presented elsewhere in
    this Report.


                                                                              14

<PAGE>   15


<TABLE>
<CAPTION>

                                                                              Historical
                                                           ----------------------------------------------------------


                                                           3/31/97       3/31/98     3/31/99      3/31/00     3/31/01
                                                           -------       -------     -------      -------     -------
                                                                        (Dollars in thousands)
<S>                                                        <C>          <C>         <C>          <C>          <C>
         Statement of Operations Data:

         Net Sales                                         $136,861     $ 410,321   $ 591,645    $809,065     $823,548
         Gross Profit                                        11,773        41,901      55,067      96,126       66,584
         Selling, General and Administrative                  7,685        21,180      32,129      49,247       56,942
         Restructuring Charge                                               1,610       1,151                   55,154
         (Gain) loss on Sale of Equipment                                 (1,602)       (777)         193       (1,274)
         Equipment Impairment and
               Nonrecurring charges (a)                         287
                                                           --------     --------    --------     --------     --------
         Operating Income (Loss)                              3,801       20,713      22,564       46,686      (44,238)
         Interest Expense                                     3,388       10,710      20,903       31,350       40,844
         Other Income (Expense)                               2,201          321       4,445        1,486       (1,280)
         Income (Loss) Before Income Taxes                    2,614       10,324       6,106       16,822      (86,362)
         Provision (Benefit) for Income Taxes                 1,065        4,733       2,953        9,216      (18,604)
                                                           --------     --------    --------     --------     --------

         Net Income (Loss)                                 $  1,549     $  5,591    $  3,153     $  7,606     $(67,758)
                                                           ========     ========    ========     ========     ========

         Net Income (Loss) per share                       $   9.37     $  13.74    $   5.92     $  20.29     $(223.01)

         Balance Sheet Data (end of period):
         Cash and Cash Equivalents                         $  9,671     $ 18,321    $ 19,008     $ 17,643      $63,600
         Accounts Receivable                                 47,626       65,273     152,281      139,912      115,764
         Inventories                                         13,411       21,305      48,104       53,187       61,652
         Total Assets                                       243,694      320,032     542,930      598,812      750,731
         Total Debt                                          99,829      139,448     263,862      273,676      396,624
         Redeemable Preferred Stock                          39,300       40,192      40,319       40,451       40,574
         Total Shareholders' Equity                           2,341        6,118         928        4,229      (75,954)
         OTHER DATA:
         Depreciation and Amortization                     $  5,041     $ 20,279    $ 25,450     $ 32,038     $ 40,166
         Capital Expenditures                                 3,326       16,273      33,625       37,843       80,796
         EBITDA (b)                                        $ 11,043     $ 40,654    $ 51,818     $ 80,210     $ (5,352)
         Gross Margin (c)                                      8.60%      10.21%        9.31%       11.88%        8.09%
</TABLE>


         --------------
         (a)  This provision includes income before taxes for the
              discontinuance of Laserweld International, L.L.C. and Parallel
              Group International, Inc. Management does not anticipate that
              these costs will be a part of future operations.
         (b)  EBITDA is defined as income (loss) before interest, income taxes,
              depreciation and amortization. EBITDA should not be construed as
              a substitute for income from operations, net income or cash flow
              from operating activities for the purpose of analyzing the
              Company's operating performance, financial position and cash
              flows.
         (c)  Gross margin is defined as gross profit as a percent of net sales
              for each of the applicable periods.


                                                                              15

<PAGE>   16



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

    RESULTS OF OPERATIONS

              The following management's discussion and analysis of financial
    condition and results of operations should be read in conjunction with the
    Consolidated Financial Statements of the Company and notes thereto included
    elsewhere in this Report. The historical financial information for the
    Company has been impacted by several recent acquisitions. The historical
    information for the fiscal year ended March 31, 2001 includes the complete
    results of operations for the Gessaroli Group, which was acquired on April
    3, 2000. The historical information for the fiscal year ended March 31, 2001
    includes only a portion of the operating results of Aries Mecanismes, which
    was acquired on August 2, 2000. The historical information for the fiscal
    year ended March 31, 2000 includes only a portion of the operating results
    of Wackenhut Gmbh Karosserie und Fahzeugfabrik, acquired June 28, 1999, and
    the automotive engineering, design and prototype service business (the
    "Technology Division") of Farley, Inc. acquired February 16, 2000. Each of
    these acquisitions was accounted for using the purchase method of
    accounting. The historical information for the fiscal year ended March 31,
    1999 includes only a portion of the results of operations for Cofimeta S.A.
    and its subsidiaries, acquired February 5, 1999.

      FISCAL YEAR ENDED MARCH 31, 2001 COMPARED TO FISCAL YEAR ENDED MARCH 31,
      2000

              Net Sales -- Net sales for the year ended March 31, 2001 were
    $823.5 million. This represents an increase of $14.4 million as compared to
    net sales for the fiscal year ended March 31, 2000 of $809.1 million.
    Excluding $126.3 million of net sales due to acquisitions made since the
    prior year, there was an overall decrease in net sales. The primary factor
    was the significant reduction in overall North American OEM production
    schedules, specifically in the fourth quarter, as a reaction to softening
    vehicle sales and a rapid OEM inventory adjustment. Other factors included
    negative foreign exchange impact due to the devaluation of the EURO, reduced
    volumes relating to the Ford Explorer and the balance out of certain General
    Motors light truck and SUV platforms. The decrease was partially offset by
    the launch of components for the GMT 250 Pontiac Aztek and the Ford
    four-door F150, as well as increased content on the Mercedes C, E and S
    Class platforms and increased volume with Peugeot and Renault (Kangoo and
    Megane). On a pro forma basis, had the net sales from all acquisitions been
    included for the entire fiscal 2001, net sales would have been $884.5
    million.

              Gross Profit -- Gross profit was $66.6 million or 8.1% of net
    sales for the year ended March 31, 2001 as compared to $96.1 million or
    11.9% of net sales for the year ended March 31, 2000. Excluding the impact
    of acquisitions made since the prior year, and the impact of the $6.9
    million rationalization charge recorded in cost of goods sold, there was a
    decrease in gross profit, which is primarily the result of lost gross profit
    related to lower North American production volumes, the balance out of
    certain General Motors' light truck and SUV platforms, increased European
    raw material costs, increased costs of outsourcing due to European capacity
    constraints and the negative impact of foreign exchange. The decrease was
    partially offset by the ramp up of current year production launches,
    incremental gross profit from the added vehicle sales content as described
    above and the favorable impact of customer tooling. In addition, the Company
    continues to reduce fixed costs through successful asset utilization and
    redeployment, management of employee benefits and effective program
    management of product launches.

              Selling, General and Administrative Expenses ("SG&A") -- SG&A
    expenses were $56.9 million or 6.9% of net sales as compared to $49.2
    million or 6.1% for the year ended March 31, 2000. The increase in spending
    can be directly associated with recent acquisitions, including the growth of
    our European technical centers. We continue to support ongoing and new
    customer program launches, through global tool management, training, and
    commitment to product innovation. The increase as a percentage of sales is
    the result of increased current spending required for these future global
    programs and the impact of the rapid reduction in North American production
    volumes.


                                                                              16

<PAGE>   17


              Interest Expense - Interest expense was $40.8 million or 5.0% of
    net sales as compared to $31.4 million or 3.9% for the year ended March 31,
    2000. The increase of $9.4 million can be attributed to acquisitions during
    the period, interim financing of customer tooling, and higher incremental
    borrowing rates on variable rate debt. The increase was offset by working
    capital initiatives implemented during the period.

              Income Tax -- Income tax benefit recorded was $18.6 million for
    the period ended March 31, 2001 as compared to $9.2 million tax provision
    for the year ended March 31, 2000. The decreased income tax of $27.8 million
    is a result of the decrease in income as explained previously (including the
    benefit related to the rationalization charge) as well as an overall
    decrease in the effective rate related to the impact of foreign operations.
    We expect the overall effective rate to be reduced in the future based on
    strategic foreign tax planning and the management of foreign tax credits.

              Net Income - Due to the foregoing, the net loss was $67.8 million
    or 8.2% of net sales for the year ended March 31, 2001 as compared to net
    income of $7.6 million or 0.9% of net sales for the year ended March 31,
    2000.

    FISCAL YEAR ENDED MARCH 31, 2000 COMPARED TO FISCAL YEAR ENDED MARCH 31,
    1999

              Net Sales -- Net sales for the year ended March 31, 2000 were
    $809.1 million. This represents an increase of $217.5 million as compared to
    net sales for the fiscal year ended March 31, 1999 of $591.6 million. Net
    sales for the fiscal year ended March 31, 1999 included net sales of
    Cofimeta only from the acquisition date of February 5, 1999 through March
    31, 1999. The increase for fiscal year 2000 was due principally from the
    incremental sales for Cofimeta and the acquisitions of the Wackenhut and the
    Technology Division ($200.5 million). The remaining increase resulted from
    continued strength of the sport utility, light truck and van segments, the
    launch of the Saturn LS and incremental business on the Dodge Durango
    platform, the impact of the General Motors strike ($12.7 million reduction
    included in prior year) and increased volumes for the Renault Espace and
    Kangoo platforms. The increase in sales was offset by the balance out of
    certain General Motors light truck and SUV platforms and the reduction in
    European cataphoretic volumes. On a pro forma basis, had the net sales from
    all acquisitions been included for the entire fiscal 2000, net sales would
    have been $838.5 million.

              Gross Profit -- Gross profit was $96.1 million or 11.9% of net
    sales for the year ended March 31, 2000 as compared to $55.1 million or 9.3%
    of net sales for the year ended March 31, 1999. This represents an increase
    of $41.0 million as compared to the prior year. The gross profit increase is
    related to the incremental sales resulting from acquisitions, combined with
    operating improvements made throughout the year on existing as well as
    acquired sales. Gross profit was also increased based on productivity
    improvements, fixed costs reduction through plant rationalization
    (previously announced Hamilton, Indiana and Athens, Tennessee facility
    closures), increased uptime through employment of quick die change
    technology and recovery from the impact of the GM strike ($5.2 million).
    Gross profit was adversely impacted by investments made for program launches
    (Pontiac Aztek in Mexico, Saturn LS, DaimlerChrysler Durango/Dakota) and
    premium costs associated with customer demand in excess of tool capacity.
    Continued efforts are being made through plant and capacity rationalization
    and maximization of asset utilization to improve the overall performance of
    operations.

    In December 1999, the Company entered into an agreement with Grainger
    Integrated Supply, a division of W.W. Grainger, Inc. ("Grainger") for the
    management of its North American routine maintenance and manufacturing
    supplies. As a part of the agreement, Grainger agreed to purchase from the
    Company, selected supply inventories at cost. In accordance with the
    Company's policy, these costs were expensed as originally purchased and a
    portion of the expense was reversed.

              Selling, General and Administrative Expenses ("SG&A") -- SG&A
    expenses were $49.2 million or 6.1% of net sales as compared to $32.1
    million or 5.4% for the year ended March 31, 1999. The increase in spending



                                                                              17

<PAGE>   18


    can be directly associated with the European acquisitions, including the
    establishment and staffing of a European technical center. In addition, we
    continue to support ongoing and new customer program launches, through
    global tool management, training, and commitment to product innovation. We
    intend to invest in the necessary resources to support customer engineering
    requirements and global program management needs.


              Interest Expense - The increase in expense of $10.5 million was
    due to the issuance of $40.0 million of 10 1/8% Senior Subordinated Notes
    due 2007, Series C (the "Series C Notes") on December 8, 1998. The Series C
    Notes represent incremental borrowings issued at an effective interest rate
    of approximately 9.685%. The balance of the increase is a result of
    incremental borrowings related to the acquisitions of Cofimeta, Wackenhut
    and the Technology Division. The increase was offset during the year by
    strategic working capital initiatives.

              Income Tax -- Income tax expense was $9.2 million for the period
    ended March 31, 2000 as compared to $3.0 million for the year ended March
    31, 1999. The increased income tax of $6.2 million is a result of the
    increase of income as explained previously as well as an overall increase in
    effective rate related to the impact of foreign operations. We expect the
    overall effective rate to be reduced in the future based on strategic
    foreign tax planning and the management of foreign tax credits.

              Net Income - Due to the foregoing, net income was $7.6 million or
    0.9% of net sales for the year ended March 31, 2000 as compared to $3.2
    million or 0.5% of net sales for the year ended March 31, 1999.

    CAPACITY RATIONALIZATION PLAN

    The production schedules of our North American customers during the three
    months ended March 31, 2001 were significantly lower as compared to the
    three months ended March 31, 2000. As a result of this lower volume, as well
    as the weaker retail automotive market in North America, our North American
    sales decreased during the three months ended March 31, 2001. In light of
    the current market conditions, lower industry volumes and other strategic
    factors, on March 27, 2001, the Company announced a capacity rationalization
    plan (the "Rationalization"). The Rationalization includes the planned
    closure of several plants, elimination of jobs and includes a one-time
    restructuring charge of $71.3 million before taxes. See Note 9 of the Oxford
    Automotive, Inc. Notes to Consolidated Financial Statements.

    The charge is to be recorded in the following periods (dollars in
    thousands):

<TABLE>
<S>                                                                 <C>
    Year ended March 31, 2001                                          $ 62,081
    Year ended March 31, 2002                                             9,227
                                                                       --------

    Total Rationalization charge before taxes                          $ 71,308
                                                                       ========

</TABLE>


    The charge for the year ended March 31, 2001 consists of and has been
    reflected in the income statement as follows (dollars in thousands):

<TABLE>
<S>                                                                    <C>
    COST OF GOODS SOLD:
         Reserve for loss contract                                     $ 4,400
         Provision for supply obsolescence                               2,527
                                                                       -------

       Total cost of goods sold                                        $ 6,927
                                                                       =======

    RESTRUCTURING PROVISION:
         Asset impairment including costs to dispose                   $42,088
         Lease termination charges and other exit costs to be incurred   9,197
         Employee severance                                              5,443
</TABLE>


                                                                              18

<PAGE>   19


<TABLE>
<S>                                                                      <C>
         Employee benefits (including curtailment gain)                    (5,365)
         Write off of intangible assets                                     1,396
         Other charges                                                      2,395
                                                                          -------

                                                                          $55,154

    Total Rationalization charge                                          $62,081
                                                                          =======
</TABLE>



    The expected charge to be recorded during fiscal year ended March 31, 2002
    ($9.2 million) represents expenses such as production transfer, inventory
    movement and other period costs which must be recognized in the period
    incurred. This Rationalization action anticipates the closure of four North
    American plants over two years and will result in the elimination of up to
    500 jobs of the North American salaried and hourly workforce. These actions
    will reduce excess capacity and result in the transfer of substantially all
    of the products manufactured in the closed facilities to other of our
    facilities. We expect that the Rationalization action will result in net
    cash charges of approximately $12.9 million during the fiscal year ending
    March 31, 2002. The Rationalization charge includes a $42.1 million
    write-down of the net book value of excess, obsolete and non-core assets
    including costs necessary to dispose of such assets.

    The Rationalization accrual has been reflected in the balance sheet as
    follows (dollars in thousands):

<TABLE>
<S>                                                                    <C>
    Property, plant and equipment -- asset impairment                   $42,088
    Restructuring accrual                                                20,835
    Employee benefit liabilities                                         (5,365)
    Noncurrent assets                                                     1,396
    Accrued expenses and other current liabilities                        2,527
    Noncurrent liabilities -- environmental reserve                         600
                                                                        -------

    Total Rationalization accrual                                       $62,081
                                                                        =======

</TABLE>


    LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

              Net income adjusted for non-cash charges generated approximately
    $20.3 million of cash for the year ended March 31, 2001. A net change in the
    working capital items relating to accounts receivable, inventory, and
    accounts payable provided $94.4 million of cash during the period. Cash of
    $30.9 million was used to support customer tooling programs. Net cash of
    $41.3 million was used to support the remainder of non-working capital
    operating activities (accrued expenses, restructuring reserve, other
    noncurrent liabilities and prepaid expenses and other noncurrent assets).
    During the period, we used approximately $103.5 million for investing
    activities, including $25.7 million for the acquisition of the Gessaroli
    Group and Aries Mecanismes and $77.8 million for net capital expenditures.

              On August 1, 2000, we entered into a credit agreement with a
    syndicate of banks (the "Credit Agreement"), as subsequently amended and
    restated, under which the Company may borrow up to $175.0 million, of which
    a maximum of $30.0 million is available for letters of credit. At March 31,
    2001, there was $103.6 million outstanding under the revolving line of
    credit, $50.0 million was outstanding under the term loan and $4.0 million
    was outstanding under letters of credit, leaving $17.4 million unused and
    available. At June 1, 2001, we had approximately $17.4 million available
    under the senior credit facility. The obligations under this senior credit
    facility are secured by substantially all of our assets and the assets of
    certain of our subsidiaries. The senior credit facility contains certain
    customary covenants, including reporting and other affirmative covenants,
    financial covenants, and negative covenants, as well as customary events of
    default, including non-payment of principal, violation of covenants, and
    cross-defaults to certain other indebtedness, including the indebtedness
    evidenced by the notes described below.


                                                                              19

<PAGE>   20


              As of June 8, 2001, the Company amended and restated its Credit
    Agreement to revise certain financial covenants and other conditions. These
    amendments revise the existing financial covenants which we expect will be
    through June 30, 2002, add a minimum EBITDA covenant, and institute
    restrictions on investments, acquisitions, capital expenditures, asset
    dispositions and other spending, generally until the Company attains
    certain financial performance benchmarks which we expect to achieve no later
    than the fiscal quarter ending December 31, 2002. In addition, the
    amendments require the pledge of certain Mexican assets in support of the
    borrowings by the Company's Canadian Subsidiary.

              During fiscal 1998, we issued $125 million of Series A 10 1/8th %
    Senior Subordinated Notes Due June 2007. During fiscal 1999, we issued $35
    million of Series B 10 1/8th % Senior Subordinated Notes Due June 2007 and
    $40 million of Series C Senior Subordinated Noted Due June 2007. On June 9,
    1999, we completed an exchange offer for our outstanding Notes. Pursuant to
    the exchange offer, all of the Series C Notes and $159.6 million aggregate
    principal amount of the Series A and Series B Notes were exchanged for our
    registered 10 1/8% Senior Subordinated Notes Due 2007, Series D, which are
    substantially identical to, and rank pari passu in right of payment with the
    Notes.


              We believe the proceeds of the Notes have enhanced our ability to
    meet our growth and business objectives. However, interest payments on the
    Notes represents a significant liquidity requirement for us. We are required
    to make scheduled semi-annual interest payments on the Notes of
    approximately $10.1 million on June 15 and December 15 each year until their
    maturity on June 15, 2007 or until the Notes are redeemed.

              Cash outlays for capital expenditures for both restricted and
    unrestricted subsidiaries were $80.8 million, or 9.8% of net sales for the
    year ending March 31, 2001 as compared to $37.8 million, or 4.7% of net
    sales for the year ended March 31, 2000. The increase of $43.0 million was
    due primarily to other capital expenditures related to the current year and
    upcoming launches of customer platforms (Buick Rendezvous, GM
    Envoy/Trailblazer/Bravada, Peugeot T52 program and Saturn Vue), press
    equipment and rebuilds, safety and maintenance equipment, automation and
    other productivity improvement expenditures, and other items including
    computers and welding equipment.

              For fiscal 2002, our capital expenditures are expected to be $78.3
    million, consisting of a $56.2 million investment to support new business
    and increase capacity, $18.4 million for maintenance, rebuilds and
    improvements, and $3.7 million in other expenditures, including health,
    safety, environmental and maintenance items.

              We believe that cash generated from operations, together with
    amounts available under the Senior Credit Facility, will be adequate to meet
    our debt service requirements, capital expenditures and working capital
    needs for the foreseeable future, although no assurance can be given in this
    regard. Our future operating performance and ability to service or refinance
    the Notes and to extend or refinance our other indebtedness will be subject
    to future economic conditions and to financial, business and other factors
    that are beyond our control.




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

              In the normal course of business, we are exposed to market risk
    associated with fluctuations in foreign exchange rates and interest rates.
    We conservatively manage these risks through the use of derivative financial
    instruments in accordance with management's guidelines.

              We enter into all hedging transactions for periods consistent with
    the underlying exposures. We do not enter into derivative instruments for
    trading purposes.


                                                                              20

<PAGE>   21



              Foreign Exchange. We enter into foreign currency forward contracts
    to protect ourselves from adverse currency rate fluctuations on foreign
    currency commitments. These commitments are generally for terms of less than
    one year. The foreign currency contracts are executed with banks that we
    believe are creditworthy and are denominated in currencies of major
    industrialized countries. The gains and losses relating to the foreign
    currency forward and option contracts are deferred and included in the
    measurement of the foreign currency transaction subject to the hedge. We
    believe that any gain or loss incurred on foreign currency forward contracts
    is offset by the direct effects of currency movements on the underlying
    transactions.

              We have performed a quantitative analysis of our overall currency
    rate exposure at March 31, 2001. Based on this analysis, a 10% change in
    currency rates would not have a material effect on our earnings.

              Interest Rates. We generally manage risk associated with interest
    rate movements through the use of or combination of variable and fixed rate
    debt. Our exposure as a result of variable interest rates relates primarily
    to outstanding floating rate debt instruments that are indexed to U.S. or
    European Monetary Union short-term money market rates.

              We have performed a quantitative analysis of our overall interest
    rate exposure at March 31, 2001. Based on this analysis, a 10% change in the
    average cost of our variable rate debt would not have a material effect on
    our earnings.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

              The financial statements and schedules filed herewith are set
    forth on the Index to Financial Statements and Financial Statement Schedules
    on page F-1 of the separate financial section of this Report and are
    incorporated herein by reference.




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

              Not applicable.





                                                                              21
<PAGE>   22



                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

              The following table sets forth the name, age and position of each
    of the directors and executive officers of Oxford Automotive. Each director
    of Oxford Automotive will hold office until the next annual meeting of
    shareholders or until his successor has been elected and qualified. Officers
    of Oxford Automotive serve at the discretion of the Board of Directors.

<TABLE>
<CAPTION>


     NAME                       AGE              POSITIONS

<S>                            <C>              <C>
     Selwyn Isakow               49              Chairman of the Board of Directors
     Rex E. Schlaybaugh, Jr      52              Vice Chairman of the Board of Directors and Secretary
     John W. Potter              58              Director, President and Chief Executive Officer
     Manfred J. Walt             48              Director
     Dennis K. Pawley            59              Director
     Herve Guillaume             54              Director
     George R. Mrkonic           48              Director
     Aurelian Bukatko            50              Executive Vice President-Chief Financial Officer
     Larry C. Cornwall           53              Executive Vice President
     John H. Ferguson            53              Vice President-Financial Operations and Assistant Secretary
     Noel R. Ancian              50              President Oxford Automotive Europe
</TABLE>


              Selwyn Isakow, Chairman of the Board of Directors. Mr. Isakow has
    been a director of Oxford Automotive since its inception in 1995, was the
    President of Oxford Automotive from 1995 to May 1997, and was appointed
    Chairman of the Board in May 1997. Since 1985, Mr. Isakow has been the
    President of The Oxford Investment Group, Inc. ("Oxford Investment"), a
    private investment and corporate development company that acquires majority
    equity positions on behalf of its principals in industrial products
    manufacturing, financial services, niche distribution and other selected
    companies. Mr. Isakow generally serves as Chairman of the Board and a
    director of all such portfolio companies. Mr. Isakow is also a director of
    Champion Enterprises, Inc. and Ramco-Gershenson Properties Trust, and serves
    on the boards of numerous community organizations. From 1982 to 1985, Mr.
    Isakow was the Executive Vice President of Comerica Incorporated, a regional
    bank holding company, and from 1978 to 1982, was a principal at Booz, Allen
    and Hamilton, management consultants.

              Rex E. Schlaybaugh, Jr., Vice Chairman of the Board of Directors
    and Secretary. Mr. Schlaybaugh has been the Secretary and a director of
    Oxford Automotive since its inception in 1995 and was appointed Vice
    Chairman of the Board in May 1997. Mr. Schlaybaugh was appointed the Vice
    Chairman of Oxford Investment in May 1997. Mr. Schlaybaugh has been a member
    of the firm of Dykema Gossett PLLC since 1985. Mr. Schlaybaugh is also a
    director of certain other portfolio companies of Oxford Investment. Mr.
    Schlaybaugh is also a member of the Board of Directors of the Manufacturers
    Life Insurance Company (U.S.A.), the Michigan State Chamber of Commerce and
    is a Trustee of Oakland University.

              John W. Potter, Director, President and Chief Executive Officer.
    Mr. Potter was appointed director, President and Chief Executive Officer of
    Oxford Automotive in June 2001. Prior to joining Oxford Automotive, Mr.
    Potter spent 13 years with TI Group plc, a $4 billion global engineering
    company with world-leading business groups in automotive, aerospace and
    industrial markets. Mr. Potter joined TI Group in 1988 as managing director
    of Bundy Europe. He was appointed president of Bundy Western Hemisphere in
    1989 and chief executive of Bundy Group in 1990. He became a main board
    director of TI Group in 1992. He was chief executive of John Crane Group
    from 1994 to 1998. Upon his retirement from TI Group in 1999, Mr. Potter was
    a main board director and group director of manufacturing and quality.


                                                                              22

<PAGE>   23



              Manfred J. Walt, Director. Mr. Walt has been a director of Oxford
    Automotive since May 1997. Mr. Walt has been the Executive Vice President
    and Chief Financial Officer of Central Park Lodges Ltd., a Canadian assisted
    living company located in Toronto, Canada, since May 1998 and Executive Vice
    President of Retirement Residences Real Estate Investment Trust, a Canadian
    publicly held assisted living REIT since April 2001. From October 1997 to
    May 1998, Mr. Walt was the Sr. Vice President of Gentra, Inc., a Real Estate
    Company based in Toronto, Canada. From 1989 to September 1997, Mr. Walt was
    the Managing Partner-Financial Services of Edper Brascan Corporation
    ("Edper"), a diversified natural resources, energy and property development
    company. Gentra, Inc. is an affiliate of Edper. From 1980 to 1989, Mr. Walt
    served in various capacities with Edper. Mr. Walt is also director of
    Central Park Lodges Ltd., a privately held corporation engaged in the
    operation of assisted living facilities.

              Dennis K. Pawley, Director. Mr. Pawley has been a director of
    Oxford Automotive since January 1999. Mr Pawley co-founded the Lean Learning
    Center, assisting suppliers in the development of lean operating systems in
    April 2001. Mr. Pawley is also the Chairman and CEO of Pawley Enterprises,
    L.L.C., a provider of business consulting services. Mr. Pawley was Chairman
    and CEO of Guide Corporation from January 2000 to December 2000. Mr. Pawley
    had been the President and Chief Operating Officer of Performance Learning,
    a consulting company located in Las Vegas, Nevada, from February 1999 to
    April 2001. From 1991 to 1998, Mr. Pawley served as the Executive Vice
    President of Manufacturing for DaimlerChrysler in Auburn Hills, Michigan.

              Herve Guillaume, Director. Mr. Guillaume was appointed to the
    board of Oxford Automotive in November 2000. Mr. Guillaume has been the
    Chairman of Group Bonnet, a European consumer goods conglomerate since March
    1997. From 1996 until 1998, he was Chairman of Groupe Valfond, a large
    automotive casting, forging and stamping company, from whom Oxford
    Automotive acquired the assets of Cofimeta, now Oxford Automotive-France.
    Previously he was President of Groupe Seribo and a member of the Board of
    the well-known Pinault Printemps Group where he held various leadership
    positions including President of several subsidiaries. He started his career
    at Citibank and spent ten years at Renault, ultimately rising to Director of
    Finance as well as Director of Commercial and Industrial Affairs of Renault
    Vehicules Industriels, the truck division of Renault.

              George R. Mrkonic, Director. Mr. Mrkonic was appointed to the
    board of Oxford Automotive in November 2000. Mr. Mrkonic is Vice Chairman of
    Borders Group, Inc., a global book and music retailer. From November 1994 to
    January 1997, Mr. Mrkonic was also the President of Borders Group, Inc. He
    was formerly President of Kmart Specialty Retail Group including Sports
    Authority, Builders Square, Pace, Payless Drugs and Office Max. His retail
    experience also included being President of Eyelab, Inc., a fast growing
    chain of optical super stores, and Herman's Sporting Goods, Inc., the
    largest U.S. sporting goods retailer. Mr. Mrkoninc is also on the Board of
    Directors of Champion Enterprises, Inc., Syntel, Inc., Cheap Tickets, Inc.,
    Nashua Corporation, and Borders Group, Inc.

              Aurelian Bukatko, Executive Vice President-Chief Financial
    Officer. Mr. Bukatko was appointed Executive Vice President-Chief Financial
    Officer of Oxford Automotive in June 2000. From February 1999 to June 2000,
    Mr. Bukatko was Senior Vice President-Chief Financial Officer of Oxford
    Automotive. From December 1997 to February 1999, Mr. Bukatko was Corporate
    Treasurer of Hayes-Lemmerz International, a worldwide manufacturer of
    wheels, brake drums and rotors for motor vehicles. From August 1996 to
    November 1997, Mr. Bukatko served as Director of Global Currency Management
    for the Lear Corporation, a worldwide supplier of automotive interiors. From
    September 1991 to July 1996, Mr. Bukatko was the Treasurer and Financial
    Director, International for Lear Seating in Gustavsburg, Germany. Before
    joining Lear in 1991, Mr. Bukatko spent sixteen years at Inland Steel
    Industries, Inc. where he held various financial positions.

              Larry C. Cornwall, Executive Vice President. Mr. Cornwall was
    appointed Executive Vice President of Oxford Automotive in May 2000. From
    June 1999 to May 2000, Mr. Cornwall was the Senior Vice President-Global
    Business Development and from October 1995 to June 1999, Mr. Cornwall was
    the Vice President-Sales and

                                                                              23

<PAGE>   24



    Engineering at Veltri International, an automotive stamper. Engineering of
    Oxford Automotive and its predecessors. From 1991 to 1995, Mr. Cornwall was
    Vice President of Sales and

              John H. Ferguson, Vice President-Financial Operations and
    Assistant Secretary. Mr. Ferguson was appointed as a Vice
    President-Financial Operations and Assistant Secretary of Oxford Automotive
    in May 1997. Prior to that time, Mr. Ferguson was with Bundy, where he acted
    as Group Plant Manager from 1994 to 1996 and as Corporate Controller from
    1992 to 1994. From 1984 to 1992, Mr. Ferguson held several positions with
    GenCorp. Inc., an automotive tire supplier, including Controller of the
    Automotive Products Group.

              Noel R. Ancian, President Oxford Automotive Europe. Mr. Ancian
    was appointed President of Oxford Automotive Europe ApS in July 2000. Prior
    to joining Oxford Automotive Europe, Mr. Ancian spent four years at Groupe
    Lapeyre as Managing Director. Groupe Lapeyre is a specialist in the
    manufacture and distribution of durable home equipment in Western Europe.

              Certain of the officers and directors of Oxford Automotive are
    also directors or officers of Oxford Automotive subsidiaries.

    BOARD COMMITTEES

              The Board of Directors have established an Executive Committee, an
    Audit Committee, and a Compensation Committee. The Executive Committee is
    responsible for exercising all of the duties of the Board of Directors that
    may lawfully be delegated to it by the Board of Directors under Michigan
    Law. The Executive Committee consists of Messrs. Isakow, Schlaybaugh and
    Potter. The Audit Committee is responsible for reviewing with management our
    financial controls and accounting and reporting activities. The Audit
    Committee reviews the qualifications of our independent auditors, makes
    recommendations to the Board of Directors regarding the selection of
    independent auditors, reviews the scope, fees and results of any audit and
    reviews non-audit services and related fees. The Audit Committee consists of
    Messrs. Schlaybaugh, Walt and Mrkonic. The Compensation Committee is
    responsible for the administration of all salary and incentive compensation
    plans for our officers and key employees, including bonuses. Salaries and
    bonuses will be reviewed by the Compensation Committee and will be adjusted
    in light of our performance, the responsibilities of each of our officers in
    meeting corporate performance objectives and other factors, such as length
    of service and subjective assessments. The Compensation Committee consists
    of Messrs. Isakow, Pawley and Guillaume.

ITEM 11.  EXECUTIVE COMPENSATION

    The following table sets forth certain information as to the compensation
    earned by our Chief Executive Officer and our four other most highly paid
    officers (the "Named Executive Officers") for the last three fiscal years.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                  Annual Compensation

                                                    ------------------------------------------------
         Name and Principal                                                                          All Other Compensation (1)
              Position                  Year              Salary ($)               Bonus ($)                  ($)

<S>                                     <C>                <C>                    <C>                <C>
     Steven M. Abelman,                 2001               347,244                        -                   2,202
     President and CEO (2)              2000               320,833                  121,680                   2,594
                                        1999               291,669                   74,500                   2,267

     Larry C. Cornwall, Executive       2001               269,712                        -                   1,572
     Vice President                     2000               250,625                   60,060                   1,975
                                        1999               199,583                   37,500                   2,069

     Aurelian Bukatko, Executive        2001               238,526                        -                   3,022
     Vice President and CFO (3)         2000               200,000                   46,800                   1,500
                                        1999                     -                        -                       -
</TABLE>



                                                                              24

<PAGE>   25


<TABLE>
<S>                                    <C>                <C>                       <C>                        <C>
    Selwyn Isakow,                     2001               171,634                        -                       -
    Chairman                           2000               158,333                   84,240                       -
                                       1999               108,333                   37,500                       -

    Rex E. Schlaybaugh, Jr.,           2001               171,634                        -                       -
    Vice Chairman                      2000               158,333                   84,240                       -
                                       1999               150,000                   37,500                       -

</TABLE>


         (1)  "All Other Compensation" is comprised of contributions made by
              the Company to the accounts of each of the Named Executive
              Officers under the Company's 401K Plan.
         (2)  Mr. Abelman resigned his positions with Oxford Automotive
              effective June 2001. See "Employment Agreements"
         (3)  Mr. Bukatko was appointed Executive Vice President-Chief
              Financial Officer of Oxford Automotive in June 2000 and has been
              an executive officer since February 1999. Mr. Bukatko has agreed
              not to compete with the company for a period following
              termination of his employment and the Company has agreed to
              provide Mr. Bukatko severance payments equal to his base salary
              for three months following termination of his employment without
              cause.

    EMPLOYMENT AGREEMENTS

              As of May 1, 1997, as amended July 1, 1999, Oxford Automotive and
    Steven M. Abelman entered into an Employment and Noncompetition Agreement.
    The agreement provides that Mr. Abelman will serve as President and Chief
    Executive Officer of Oxford Automotive on an "at-will" basis. The agreement
    provides that Mr. Abelman will receive an annual base salary, will be
    eligible to receive a bonus of up to 60% of his salary as determined by the
    Board of Directors of Oxford Automotive, and will be entitled to certain
    fringe benefits. Mr. Abelman has also agreed not to compete with the Company
    during the period of his employment and for two years following the
    termination of his employment. Mr. Abelman is entitled to severance payments
    equal to 1.5 times his annual base salary as a result of the termination of
    his employment effective June 2001.

              As of June 2001, Oxford Automotive and John W. Potter entered into
    an Employment and Noncompetition Agreement. The agreement provides that Mr.
    Potter will serve as an executive officer of Oxford Automotive on an
    "at-will" basis. The agreement provides that Mr. Potter will receive an
    annual base salary, will be eligible to receive a bonus of up to 50% of his
    salary as determined by the Board of Directors of Oxford Automotive, and
    will be entitled to certain fringe benefits. Mr. Potter has also agreed not
    to compete with the Company during the period of his employment and for two
    years following the termination of his employment. Upon termination of his
    employment without cause, Mr. Potter is entitled to receive severance
    payments of up to one-half his annual base salary.

              On November 24, 1995, BMG, the predecessor to Oxford Automotive
    and Larry C. Cornwall entered into an Employment Agreement. The agreement
    provides that Mr. Cornwall will serve as an executive officer of the Company
    on an "at-will" basis. Mr. Cornwall has subsequently been appointed to his
    present position of Oxford Automotive. The agreement provides that Mr.
    Cornwall will receive an annual base salary, will be eligible to receive a
    bonus of up to 35% of his salary as determined by the Board of Directors,
    will be eligible to participate in the Company's profit sharing plan, and
    will be entitled to certain fringe benefits. Upon the termination of the
    agreement, Mr. Cornwall will be entitled to continue to receive his base
    salary for the longer of three months or the Canadian statutory requirement.

              See also Item 13 "Certain Relationships and Related Transactions."




                                                                              25

<PAGE>   26



    DIRECTOR COMPENSATION AND ARRANGEMENTS

              We pay fees to our non-employee directors of up to $2,000 per
    meeting and reimburse the out-of-pocket expenses related to directors'
    attendance at each Board and committee meeting. In addition, we may elect to
    adopt a non-employee director option plan or other similar plan to provide
    for grants of stock options or other benefits as a means of attracting and
    retaining highly qualified independent directors for the Company. Members of
    the Board of Directors are elected pursuant to certain shareholder
    agreements by and among the Company and certain of its shareholders. See
    Item 12 "Security Ownership of Certain Beneficial Owners and Management."


    COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

              On August 4, 1997, a Compensation Committee, whose current members
    are Messrs. Isakow, Pawley and Guillaume, was appointed by the Board of
    Directors. Mr. Isakow is our Chairman and was our President from our
    inception in 1995 to May 1997. Pursuant to the terms of the Indentures for
    our outstanding 10 1/8% Senior Subordinated Notes due 2007, we are not
    permitted to enter into any transaction (including employee compensation
    arrangements) with any Affiliate (as defined in the Indentures) unless the
    transaction is arm's length and, if the transaction involves amounts in
    excess of $1 million in any one year, the terms of the transaction are set
    forth in writing and approved by a majority of the disinterested members of
    the Board of Directors. For similar transactions in excess of $5 million in
    any one year, an opinion of a recognized investment banking firm that such
    transaction is fair, from a financial standpoint, is also required.

              Mr. Isakow controls Oxford Investment, a private investment and
    corporate development company and Mr. Schlaybaugh is the Vice Chairman of
    Oxford Investment. We have entered into an Amended and Restated Management
    and Consulting System Agreement with Oxford Investment. Pursuant to the
    terms of this management agreement, Oxford Investment performs various
    consulting, management and financial advisory services on our behalf. We pay
    Oxford Investment a monthly management fee of $166,667 and will pay an
    investment banking fee, for acquisitions of $2.5 million or more, of 1.0% or
    1.25% (for acquisitions outside of North America) of the aggregate
    acquisition cost for advice and assistance in connection with such
    acquisition, with a minimum fee of $200,000. No investment banking fee will
    be paid to Oxford Investment in connection with acquisitions for aggregate
    consideration of less than $2.5 million. The initial term of the agreement
    will end on December 31, 2005, but will automatically extend for additional
    one-year periods thereafter unless either party terminates the agreement. In
    addition, pursuant to the management agreement, Oxford Investment licenses
    to us the name "Oxford Automotive" which is owned by Oxford Investment.

              During the fiscal year ended March 31, 2001, we paid Oxford
    Investment management fees and expenses of approximately $1.8 million, and
    investment banking fees of $1.0 million.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

              As of June 20, 2001, there were 298,711 issued and outstanding
    shares of the Common Stock, without par value, of the Company (the "Common
    Stock"). The following table sets forth information as of June 20, 2001 with
    respect to the Common Stock beneficially owned by each of our directors, the
    Named Executive Officers, all of our directors and executive officers as a
    group, and by other holders known to us as having beneficial ownership of
    more than 5% of the Common Stock. Selwyn Isakow and our other shareholders
    have entered into certain agreements, each of which contain substantially
    identical terms, the result of which gives Mr. Isakow voting control over
    100% of the Common Stock, except under certain circumstances. See "--
    Shareholder Agreements." Unless otherwise specified, the address for each
    person is 1250 Stephenson Highway, Troy, Michigan 48083.


                                                                              26

<PAGE>   27

<TABLE>
<CAPTION>


                                                                              NUMBER OF      PERCENT
                 NAME AND ADDRESS OF BENEFICIAL OWNER                          SHARES        OF CLASS
                 ------------------------------------                        ----------     -----------

<S>                                                                         <C>            <C>
                 Selwyn  Isakow  (1) (3)...............................       167,371          56.03%
                 40900 Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 ----------------------------------------------------------------------------------------
                 Rex E. Schlaybaugh, Jr................................        20,900           7.00%
                 40900 Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 ----------------------------------------------------------------------------------------
                 Steven M. Abelman (2).................................           N/A            N/A
                 ----------------------------------------------------------------------------------------
                 John W. Potter........................................         1,500           0.50%
                 ----------------------------------------------------------------------------------------
                 Manfred J. Walt.......................................         2,000           0.67%
                 175 Bloor St., E., S. Tower, Suite 601
                 Toronto, Ontario, Canada  M4W 3R8
                 ----------------------------------------------------------------------------------------
                 Dennis K. Pawley                                                 300           0.10%
                 30201 Orchard Lake Road
                 Suite 315
                 Farmington Hills, Michigan  48334
                 ----------------------------------------------------------------------------------------
                 George R. Mrkonic                                                N/A            N/A
                 100 Phoenix
                 Ann Arbor, Michigan 48104
                 ----------------------------------------------------------------------------------------
                 Herve Guillaume                                                  N/A            N/A
                 53, rue de Boulainvilliers 75016 Paris,
                  France
                 ----------------------------------------------------------------------------------------
                 Aurelian Bukatko (3)..................................         3,000           1.00%
                 ----------------------------------------------------------------------------------------
                 Larry C. Cornwall.....................................         4,000           1.34%
                 ----------------------------------------------------------------------------------------
                 Robert H. Orley.......................................        20,600           6.90%
                 40900 Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 ----------------------------------------------------------------------------------------
                 Gregg L. Orley........................................        20,600           6.90%
                 40900 Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 ----------------------------------------------------------------------------------------
                 All directors and executive officers as a group
                   (11 persons) (1)(2)                                        204,571          68.48%

</TABLE>



                 (1)  Includes 140,124 shares owned by Hilsel Investment
                      Company Limited Partnership, of which Tridec
                      Management, Inc. is General Partner. Mr. Isakow is the
                      President and a shareholder of Tridec Management, Inc.
                      In addition, Mr. Isakow may be deemed to be the
                      beneficial owner of all of the outstanding shares of
                      Common Stock as a result of certain voting power over
                      such shares pursuant to the shareholder agreements
                      described below and certain purchase options that may
                      be exercised by Mr. Isakow with respect to 45,040
                      outstanding shares of Common Stock.

                 (2)  Pursuant to the terms of Mr. Abelman's Employment and
                      Noncompetition Agreement with Oxford Automotive, Oxford
                      Automotive repurchased 11,039 of Mr. Abelman's shares
                      of Common Stock upon the termination of his employment
                      and assigned its right to purchase 1,287 of Mr.
                      Abelman's shares to Mr. Isakow.

                 (3)  Mr. Bukatko's shares are subject to a Pledge Agreement
                      in favor of Mr. Isakow. Under the Pledge Agreement, Mr.
                      Bukatko has sole voting power over his shares but is
                      not permitted to dispose of his shares without Mr.
                      Isakow's consent.


    SHAREHOLDER AGREEMENTS

              Each holder of Common Stock is a party to a shareholder agreement
    that provides for certain restrictions on transfer by shareholders and
    grants certain other shareholders the option to purchase the shares of a
    shareholder upon his death. Each surviving shareholder has the right to
    exercise this option within 30 days of the death of a


                                                                              27

<PAGE>   28


    shareholder. The exercising shareholders will divide the deceased
    shareholder's shares as they agree or, if they are not able to agree, pro
    rata. If the exercising shareholders are not able to agree on a purchase
    price with the estate of the deceased shareholder, then the per share
    purchase price shall be the per share value of the Company based on the
    greater of the value of the Company as a going concern or on a liquidation
    basis, as determined by an independent appraisal. The purchase price shall
    be paid by an initial cash payment of up to 20% of the purchase price with
    the balance paid pursuant to a five-year, unsecured promissory note bearing
    interest at the prime rate. The agreements also provide that each
    shareholder will grant a proxy to Mr. Isakow to vote all of the
    shareholder's shares at any meeting of the Company; provided, however, that
    if holders of shares having a majority in interest of the shares of Common
    Stock determine that it is in the best interest of all of the shareholders
    to sell all or substantially all of the assets of the Company or to cause
    the Company to merge or consolidate with or into another corporation, Mr.
    Isakow shall exercise the proxies provided to him consistent with that
    decision. As a result, except as described above, Mr. Isakow has voting
    control over 100% of the Common Stock.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

              On February 1, 1999, we entered into a Consulting Services
    Agreement (the "Consulting Agreement") with Performance Learning, Inc., a
    Nevada corporation ("Performance Learning"). Dennis K. Pawley, a director of
    Oxford Automotive is the President and Chief Operating Officer and a
    shareholder of Performance Learning. Under the Consulting Agreement,
    Performance Learning has provided consulting services to us for the period
    from February 1999 - April 2001. As compensation for such consulting
    services, we paid Performance Learning $273,000 during fiscal 2001. We paid
    Performance Learning $5,000 per day for each day a principal of Performance
    Learning performed consulting services for the Company, $1,000 per day for
    each day a non-principal of Performance Learning performed consulting
    services for the Company, certain other nominal quarterly charges and the
    reimbursement of reasonable expenses it incurred in connection with
    performing the consulting services.

              See also Item 11 "Executive Compensation - Compensation Committee
    Interlocks and Insider Participation."


    LEGAL

              Rex E. Schlaybaugh, Jr. is a shareholder, the Vice Chairman of the
    Board and a director of the Company. Dykema Gossett PLLC, of which Mr.
    Schlaybaugh is a member, has performed legal services for the Company since
    its inception. The Company expects to continue to retain this firm for
    various legal services.







                                     PART IV

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

    (a) The financial statements, supplementary financial information, and
    financial statement schedules filed herewith are set forth on the Index to
    Financial Statements and Financial Statement Schedules on page F-1 of the
    separate financial section of this Report, which is incorporated herein by
    reference.




                                                                              28

<PAGE>   29


    A list of Exhibits included as part of this report is set forth in the
    Exhibit Index that immediately precedes such exhibits and is incorporated
    herein by reference.

    (b) The following reports on Form 8-K were filed by the Company during the
    quarter ended March 31, 2001:

         (i) Report on Form 8-K, dated March 27, 2001, was filed by the Company
    on March 30, 2001; such report contained information under Item 5 with
    respect to a restructuring charge.













                                                                              29


<PAGE>   30

      OXFORD AUTOMOTIVE, INC.
      CONSOLIDATED FINANCIAL STATEMENTS
      MARCH 31, 2001, 2000 AND 1999



<PAGE>   31
                            OXFORD AUTOMOTIVE, INC.

                         INDEX TO FINANCIAL STATEMENTS
                                      AND
                         FINANCIAL STATEMENT SCHEDULES

Description                                                                 Page

Report of Independent Accountants..........................................  F-2

Consolidated Balance Sheets as of March 31, 2001 and 2000..................  F-3

Consolidated Statements of Operations for the years ended March 31, 2001,
2000 and 1999..............................................................  F-4

Consolidated Statements of Comprehensive Income and Changes in Shareholders'
  Equity for the years ended March 31, 2001, 2000 and 1999.................  F-5

Consolidated Statements of Cash Flows for the years ended March 31, 2001,
  2000 and 1999............................................................  F-6

Notes to Consolidated Financial Statements.................................  F-7





                                      F-1



<PAGE>   32



                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
and Shareholders of
Oxford Automotive, Inc.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of comprehensive income (loss) and
changes in shareholders' equity (deficit) and of cash flows present fairly, in
all material respects, the financial position of Oxford Automotive, Inc. and its
subsidiaries (the Company) at March 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in the period ended
March 31, 2001 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
Detroit, Michigan
June 8, 2001



                                      F-2
<PAGE>   33



OXFORD AUTOMOTIVE, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                 March 31,
                                                                                        2001                   2000
<S>                                                                             <C>                    <C>
ASSETS
Current assets
  Cash and cash equivalents                                                                $63,600                 $17,643
  Trade receivables, net                                                                   115,764                 139,912
  Inventories, net                                                                          61,652                  53,187
  Refundable income taxes                                                                   12,100                   2,027
  Reimbursable tooling                                                                      58,307                  25,038
  Deferred income taxes                                                                     11,203                   2,374
  Prepaid expenses and other current assets                                                 41,021                  37,050
                                                                                  -----------------      ------------------

     Total Current Assets                                                                  363,647                 277,231

Assets held for sale                                                                        32,428                   1,178
Other noncurrent assets                                                                     60,038                  34,876
Deferred income taxes                                                                       41,674                  34,278
Property, plant and equipment, net                                                         252,944                 251,249
                                                                                  -----------------      ------------------

     TOTAL ASSETS                                                                         $750,731                $598,812
                                                                                  =================      ==================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
  Trade accounts payable                                                                  $207,522                $144,701
  Employee compensation                                                                     30,012                  21,602
  Accrued expenses and other current liabilities                                            53,776                  37,927
  Restructuring reserve                                                                     29,165                   4,089
  Current portion of borrowings                                                             15,052                  11,055
                                                                                  -----------------      ------------------

     Total current liabilities                                                             335,527                 219,374

Pension liability                                                                           11,958                   9,601
Postretirement medical benefits liability                                                   40,646                  46,953
Deferred income taxes                                                                        9,645                   7,294
Other noncurrent liabilities                                                                 6,763                   8,289
Long-term borrowings - less current portion                                                381,572                 262,621
                                                                                  -----------------      ------------------

     Total liabilities                                                                     786,111                 554,132
                                                                                  -----------------      ------------------
Commitments and contingent liabilities (Note 13)
Redeemable Series A $3.00 cumulative preferred stock, $100
 stated value - 457,541 shares authorized, 397,539 shares issued
 and outstanding in 2001 and 2000 (Note 11)                                                 40,574                  40,451
                                                                                  -----------------      ------------------
Shareholders' equity (deficit)
  Common stock, no par value, 400,000 shares authorized; 309,750
  shares issued and outstanding at March 31, 2001 and 2000                                   1,050                   1,050
  Accumulated other comprehensive loss                                                     (20,795)                 (9,690)
  Retained earnings (deficit)                                                              (56,209)                 12,869
                                                                                  -----------------      ------------------

     Total shareholders' equity (deficit)                                                  (75,954)                  4,229
                                                                                  -----------------      ------------------

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                 $750,731                $598,812
                                                                                  =================      ==================
</TABLE>



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

                                      F-3
<PAGE>   34


OXFORD AUTOMOTIVE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED MARCH 31,
                                                                 ------------------------------------------------------
                                                                      2001                2000               1999

<S>                                                            <C>                 <C>                <C>
Net sales                                                              $823,548            $809,065           $591,645
Cost of sales                                                           756,964             712,939            536,578
                                                                 ---------------     ---------------    ---------------

GROSS PROFIT                                                             66,584              96,126             55,067

Selling, general and administrative                                      56,942              49,247             32,129
Restructuring charge                                                     55,154                                  1,151
(Gain) loss on sale of equipment                                         (1,274)                193               (777)
                                                                 ---------------     ---------------    ---------------

OPERATING INCOME (LOSS)                                                 (44,238)             46,686             22,564

Other income (expense):
Interest expense                                                        (40,844)            (31,350)           (20,903)
Other                                                                    (1,280)              1,486              4,445
                                                                 ---------------     ---------------    ---------------

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES                         (86,362)             16,822              6,106
Income tax (provision) benefit                                           18,604              (9,216)            (2,953)
                                                                 ---------------     ---------------    ---------------

NET INCOME (LOSS)                                                       (67,758)              7,606              3,153

Accrued dividends and accretion on
 redeemable preferred stock                                               1,320               1,320              1,320
                                                                 ---------------     ---------------    ---------------

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK                           ($69,078)             $6,286             $1,833
                                                                 ===============     ===============    ===============

NET INCOME (LOSS) PER SHARE (BASIC AND DILUTED)                        ($223.01)             $20.29              $5.92
                                                                 ===============     ===============    ===============
</TABLE>

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

                                      F-4

<PAGE>   35


OXFORD AUTOMOTIVE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) AND CHANGES IN
 SHAREHOLDERS' EQUITY (DEFICIT)
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           ACCUMULATED
                                                                              OTHER              RETAINED
                                                        COMMON            COMPREHENSIVE          EARNINGS
                                                        STOCK                 LOSS               (DEFICIT)           TOTAL

<S>                                                <C>              <C>                      <C>                <C>
BALANCES AT MARCH 31, 1998                                 $1,050                     $318            $4,750            $6,118
Comprehensive income (loss):
   Net income                                                                                          3,153             3,153
   Foreign currency translation adjustments                                         (6,054)                             (6,054)
   Reclassification adjustment for net
    gains realized in net income                                                      (969)                               (969)
                                                                                                                  -------------
   Comprehensive loss                                                                                                   (3,870)
Accrued dividends and accretion of
 redeemable preferred stock                                                                           (1,320)           (1,320)
                                                     -------------     --------------------    --------------     -------------

BALANCES AT MARCH 31, 1999                                  1,050                   (6,705)            6,583               928
Comprehensive income (loss):
   Net income                                                                                          7,606             7,606
   Foreign currency translation adjustments                                         (2,985)                             (2,985)
                                                                                                                  -------------
   Comprehensive income                                                                                                  4,621
Accrued dividends and accretion of
 redeemable preferred stock                                                                           (1,320)           (1,320)
                                                     -------------     --------------------    --------------     -------------

BALANCES AT MARCH 31, 2000                                  1,050                   (9,690)           12,869             4,229
Comprehensive income (loss):
   Net loss                                                                                          (67,758)          (67,758)
   Foreign currency translation adjustments                                         (9,435)                             (9,435)
   Equity adjustment for minimum pension
    liability                                                                       (1,670)                             (1,670)
                                                                                                                  -------------
   Comprehensive loss                                                                                                  (78,863)
Accrued dividends and accretion of
 redeemable preferred stock                                                                           (1,320)           (1,320)
                                                     -------------     --------------------    --------------     -------------

BALANCES AT MARCH 31, 2001                                 $1,050                 ($20,795)         ($56,209)         ($75,954)
                                                     =============     ====================    ==============     =============
</TABLE>

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

                                      F-5
<PAGE>   36


OXFORD AUTOMOTIVE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED MARCH 31,
                                                               ------------------------------------------------------------
                                                                    2001                  2000                  1999

<S>                                                            <C>                <C>                    <C>
OPERATING ACTIVITIES
Net income (loss)                                                     ($67,758)               $7,606                $3,153
Adjustments to reconcile net income (loss) to net cash
 provided by operating activities:
   Depreciation and amortization                                        40,166                32,038                25,450
   Deferred income taxes                                                (7,252)               (1,853)               (7,963)
   Restructuring charge                                                 55,154
   (Gain) loss on sale of equipment                                     (1,274)                  181                  (777)
   Gain on sale of marketable securities                                                                            (3,459)
   Changes in operating assets and liabilities affecting cash:
     Trade receivables                                                  75,062                18,290               (38,692)
     Inventories                                                         3,257                   747                (2,718)
     Reimbursable tooling                                              (30,896)               (6,580)               (4,502)
     Prepaid expenses and other current assets                          (6,264)              (21,510)                4,250
     Other noncurrent assets                                           (11,877)               (5,614)               (4,139)
     Trade accounts payable                                             16,061                34,267                28,971
     Accrued expenses and other current liabilities                     (7,434)               (1,961)                6,533
     Restructuring reserve                                               2,612                (4,332)               (7,051)
     Income taxes payable (refundable)                                 (10,280)               (2,027)                1,601
     Other noncurrent liabilities                                       (6,736)                4,936                 5,087
                                                               ----------------      ----------------      ----------------

        NET CASH PROVIDED BY OPERATING ACTIVITIES                       42,541                54,188                 5,744
                                                               ----------------      ----------------      ----------------

INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired                           (25,748)               (9,117)              (75,080)
Purchase of property, plant and equipment                              (80,796)              (37,843)              (33,625)
Proceeds from sale of equipment                                          3,017                 3,986                 1,550
Purchase of marketable securities                                                                                     (892)
Proceeds from sale of marketable securities                                                                         12,009
                                                               ----------------      ----------------      ----------------

        NET CASH USED IN INVESTING ACTIVITIES                         (103,527)              (42,974)              (96,038)
                                                               ----------------      ----------------      ----------------

FINANCING ACTIVITIES
Proceeds from borrowing arrangements                                                                               108,544
Principal advances (payments) on borrowing arrangements                114,160               (10,042)              (10,161)
Payment of preferred stock dividends                                    (1,192)               (1,192)               (1,194)
Debt financing costs                                                    (2,632)                 (378)               (5,195)
                                                               ----------------      ----------------      ----------------

        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            110,336               (11,612)               91,994
                                                               ----------------      ----------------      ----------------

Effect of exchange rate changes on cash                                 (3,393)                 (967)               (1,013)
                                                               ----------------      ----------------      ----------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    45,957                (1,365)                  687
Cash and cash equivalents at beginning of period                        17,643                19,008                18,321
                                                               ----------------      ----------------      ----------------

Cash and cash equivalents at end of period                             $63,600               $17,643               $19,008
                                                               ================      ================      ================

Cash paid for interest                                                 $38,012               $28,926               $19,583
                                                               ================      ================      ================

Cash paid for income taxes                                              $5,441               $12,140                $2,900
                                                               ================      ================      ================
</TABLE>

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

                                      F-6


<PAGE>   37



OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  1.   NATURE OF OPERATIONS

       Oxford Automotive, Inc. (the Company) is a full-service supplier of metal
       stampings and welded assemblies used as original equipment components
       primarily by North American and European original equipment automotive
       manufacturers. The Company's products are used in a wide variety of sport
       utility vehicles, light and medium trucks, vans and passenger cars. The
       Company primarily operates from plants located in the United States,
       Canada, Mexico, France, Germany and Italy. The Company's hourly workforce
       is represented by various unions.

       Net sales to the Company's five primary customers as a percentage of
       total sales are as follows:

<TABLE>
<CAPTION>
                                                                                        YEAR ENDED MARCH 31,
                                                                                    ----------------------------
                                                                                     2001       2000       1999

<S>                                                                               <C>        <C>         <C>
       Ford Motor Company                                                             23%        25%        35%
       General Motors Corporation                                                     18%        32%        47%
       DaimlerChrysler AG                                                             15%        16%        13%
       Renault                                                                        14%         8%        N/A
       PSA Peugeot Citroen                                                            14%         6%        N/A
</TABLE>

  2.   SIGNIFICANT ACCOUNTING POLICIES

       PRINCIPLES OF CONSOLIDATION
       The consolidated financial statements of the Company include the accounts
       of Oxford Automotive, Inc. and its wholly-owned subsidiaries, BMG
       Holdings, Inc. (BMGH); Howell Industries, Inc. (Howell); Lobdell Emery
       Corporation (Lobdell); RPI Holdings, Inc. (RPIH); Oxford Automotive
       France, SAS (OAF); Oxford Automotriz de Mexico S.A. de C.V. (Oxford
       Mexico); Oxford Suspension, Inc.; Oxford Suspension Ltd. (Suspension
       Ltd.); Wackenhut GmbH (Wackenhut); CE Technologies and Tool and
       Engineering (collectively Technology Division); Group Gessaroli
       (Gessaroli); Oxford Automotive Mecanismes et Decoupage Fin S.A. (OAMDF).
       Intercompany accounts and transactions have been eliminated.

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

                                      F-7
<PAGE>   38

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       FINANCIAL INSTRUMENTS
       At March 31, 2001 and 2000, the carrying amount of financial instruments
       such as cash and cash equivalents, trade receivables and payables
       approximated their fair values. The carrying amount of the borrowings at
       March 31, 2001 and 2000 approximated their fair values based on the
       variable interest rates available to the Company for similar
       arrangements, excluding the Senior Subordinated Notes, which had a fair
       value of $120,000 at March 31, 2001. The Company had no outstanding
       forward foreign currency exchange contracts at March 31, 2001.

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

       REVENUE RECOGNITION
       Revenue is recognized by the Company upon shipment (FOB shipping point)
       of product to the customer.

       INVENTORIES
       Inventories are stated at the lower of cost or market. Cost is
       principally determined by the first-in first-out (FIFO) method. During
       the current fiscal year, the Company elected to discontinue using the
       last-in first-out (LIFO) method of costing for its United States
       operations. This amounted to an increase in current year net income of
       $388.

       MANUFACTURING SUPPLIES
       Maintenance, repair and other (MRO) material used in the manufacturing
       process are expensed as incurred. On December 15, 1999, the Company
       signed an integrated supply and services arrangement with Grainger
       Supply, Inc. and sold substantially all of its MRO supplies from the
       North American Operations to Grainger. The Company is reporting the
       remaining revenue ($5,222 and $6,000 in 2001 and 2000, respectively) over
       the life of the contract as the supplies are consumed or purchased and
       the repurchase obligation is reduced.

       REIMBURSABLE TOOLING
       Reimbursable tooling represents net costs incurred on tooling projects
       for which the Company expects to be reimbursed by customers. Ongoing
       estimates of total costs to be incurred on each tooling project are made
       by management. Losses, if any, are recorded when known and in cases where
       billings exceed costs incurred, the related tooling gain is recognized.
       For major tooling (in excess of $5,000) projects, the Company recognizes
       profit at the point of completion and testing at the vendor, less costs
       of installation in the stamping plant. The Company has a legal claim for
       the full value of the tooling contract from its customers at that point
       in time. For other tooling projects, the Company recognizes profit at the
       time of final customer billing. During the year ended March 31, 2001, the
       Company billed its major customers for $95,396 in tooling. Tooling
       activity is included in cost of goods sold.


                                      F-8

<PAGE>   39

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       PROPERTY, PLANT AND EQUIPMENT
       Property, plant and equipment are stated on the basis of cost and include
       expenditures for improvements which materially increase the useful lives
       of existing assets. Expenditures for normal repair and maintenance are
       charged to operations as incurred. For federal income tax purposes,
       depreciation is computed using accelerated and straight-line methods. For
       financial reporting purposes, depreciation is computed principally using
       the straight-line method over the following estimated useful lives:

<TABLE>
<CAPTION>
                                                                      YEARS
<S>                                                                  <C>
       Land improvements                                                15
       Buildings and improvements                                      30-40
       Machinery and equipment                                         3-20
</TABLE>

       IMPAIRMENT OF LONG-LIVED ASSETS
       The Company accounts for long-lived assets in accordance with Statement
       of Financial Accounting Standards (SFAS) No. 121, "Accounting for the
       Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
       of". This Statement requires that long-lived assets and certain
       identifiable intangibles to be held and used by the Company be reviewed
       for impairment whenever events or changes in circumstances indicate that
       the carrying amount of an asset may not be fully recoverable. The Company
       recognizes impairment losses for assets or groups of assets where the sum
       of the estimated future cash flows (undiscounted and without interest
       charges) is less than the carrying amount of the related asset or group
       of assets. The amount of the impairment loss recognized is the excess of
       the carrying amount over the fair value of the asset or group of assets
       being measured.

       EQUITY INVESTMENT
       As discussed in Note 3, the Company holds a 49% interest in Metalurgica
       Carabobo, S.A. (Metalcar), a Venezuelan joint venture. The Company
       accounts for this investment under the equity method. At March 31, 2001,
       this investment, classified in other noncurrent assets, is carried at
       $5,982 compared with underlying equity in net assets of $4,028. The
       difference between these amounts is amortized over 40 years. Income
       recognized amounted to $515 and $298, net of taxes, for fiscal years
       ended March 31, 2001 and 2000, respectively. Cash dividends received from
       Metalcar in 2001 were $980. There were no dividends paid during 2000.

       GOODWILL
       Net goodwill of $23,370 and $6,647 at March 31, 2001 and 2000,
       respectively, represents the excess of cost over the fair value of net
       assets of acquired entities and is amortized on a straight-line basis
       over its expected benefit not to exceed 40 years.

       ENVIRONMENTAL COMPLIANCE AND REMEDIATION
       Environmental expenditures that relate to current operations are expensed
       or capitalized as appropriate. Expenditures that relate to an existing
       condition caused by past operations which do not contribute to current or
       future revenue generation are expensed. Liabilities are recorded when
       environmental assessments and/or remedial efforts are probable and the
       costs can be reasonably estimated. Estimated costs are based upon enacted
       laws and regulations, existing technology and the most probable method of
       remediation. The costs determined are not discounted and exclude the
       effects of inflation and other social and economic factors.

                                      F-9
<PAGE>   40

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       INCOME TAXES
       Deferred taxes are provided to give recognition to the effect of expected
       future tax consequences of temporary differences between the carrying
       amounts for financial reporting purposes and the tax basis for income tax
       purposes of assets and liabilities. Provision has not been made for U.S.
       or additional foreign income taxes on undistributed earnings of foreign
       subsidiaries that are permanently reinvested. If such earnings were to be
       remitted, management believes that U.S. income taxes would not be
       significant.

       FOREIGN EXCHANGE CONTRACTS
       Gains and losses of foreign currency firm commitment hedges are deferred
       and included in the basis of the transactions underlying the commitments.

       FOREIGN CURRENCY TRANSLATION
       The foreign currency financial statements of BMGH, Suspension Ltd.,
       Oxford Mexico, Oxford Europe, OAF, Wackenhut, Gessaroli and OAMDF, where
       the local currency is the functional currency, are translated using
       exchange rates in effect at period end for assets and liabilities and at
       weighted average exchange rates during the period for operating statement
       accounts. The resulting foreign currency translation adjustments are
       recorded as a separate component of shareholders' equity. Exchange gains
       and losses resulting from foreign currency transactions are included in
       operating results during the period in which they occur.

       CHANGE IN ACCOUNTING PRINCIPLES
       In June 1999, the Financial Accounting Standards Board issued Statement
       of Financial Accounting Standards No. 137, "Accounting for Derivatives
       Instruments and Hedging Activities - Deferral of the Effective Date of
       FASB Statement No. 133 - an amendment of FASB No. 133". Statement No. 137
       defers the effective date of Statement No. 133 by one year to fiscal
       years beginning after June 15, 2000. Accordingly, the Company plans to
       adopt Statement No. 133 beginning with the fiscal year ending March 31,
       2002. Implementation of this Statement is not expected to have a material
       impact on the Company's results of operations.

       RECLASSIFICATIONS
       Certain amounts from the prior year have been reclassified to conform
       with the current year presentation.

  3.   ACQUISITIONS

       On April 1, 1998, the Company purchased the assets of the Suspension
       Division of Eaton Corporation ("Suspension") for cash and acquisition
       expenses of approximately $54,350, including the investment in the
       Metalcar joint venture. The acquisition was financed through the proceeds
       of the Notes described in Note 7, including the issuance of $35,000 of
       Series B 10.125% Senior Subordinated Notes Due 2007. The acquisition has
       been recorded in accordance with the purchase method of accounting.
       Accordingly, the purchase price plus direct cost of the acquisition have
       been allocated to the assets acquired and liabilities assumed based on
       their estimated fair values at the date of acquisition and Suspension's
       operating results have been included with those of the Company since the
       date of acquisition.


                                      F-10
<PAGE>   41

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  3.   ACQUISITIONS (CONTINUED)

       On February 5, 1999, Oxford France acquired 100% of the shares of
       Cofimeta S.A. and approximately 99% of the shares of its four
       subsidiaries; Somenor S.A.; Aubry S.A.; Ecrim S.A.; and Socori
       Technologies S.A (collectively "Cofimeta"). Cofimeta was acquired for
       $37,045 in cash, including acquisition costs, and deferred payments of
       $26,172. The acquisition was financed through proceeds from the Credit
       Agreement, as described in Note 7. The acquisition has been recorded in
       accordance with the purchase method of accounting. Accordingly, the
       purchase price plus direct cost of the acquisition have been allocated to
       the assets acquired and liabilities assumed based on their estimated fair
       values at the date of acquisition. During the March 31, 2000 fiscal year,
       purchase accounting was finalized, resulting in the recording of
       additional deferred tax assets of $4,441, an increase of $3,217 of
       accrued expenses and other current liabilities as well as the reduction
       in the reserves established in purchase accounting of $3,865. The net
       result of the adjustments was recorded as a reduction in property, plant
       and equipment and is being amortized over the remaining useful life of
       the assets and Cofimeta's operating results have been included with those
       of the Company since the date of acquisition.

       On June 28, 1999, the Company purchased, through Oxford Automotive Europe
       APS, a wholly owned subsidiary ("Oxford Europe"), all the outstanding
       stock of Gebr. Wackenhut GmbH Karosserie-und Fahrzeugfabrik
       ("Wackenhut"). The Company agreed to pay DM 1 for the shares, provide DM
       5 million ($2,642 US) in subordinated debt and additional paid in
       capital, restructure approximately DM 63.4 million ($33,500 US) in bank
       debt, and purchase approximately DM 18.6 million ($9,800 US) in bank and
       shareholder debt for DM 1. The acquisition, subordinated debt, and
       additional paid in capital were financed from the Company's available
       cash and credit facility. The acquisition has been recorded in accordance
       with the purchase method of accounting. Accordingly, the purchase price
       plus direct costs of the acquisition have been allocated to the assets
       acquired and liabilities assumed based on their estimated fair values at
       the date of acquisition and Wackenhut's operating results have been
       included with those of the Company since the date of acquisition.

       On February 16, 2000, the Company acquired the automotive engineering,
       design and prototype service business of Farley Inc. (the "Technology
       Division"). The purchase price for the Technology Division was $6,339
       including closing costs, subject to a Closing Date working capital
       adjustment, if applicable. On the Closing Date, $5,070 of the total
       purchase price was paid to Farley and $1,000 was placed in escrow,
       pending any applicable purchase price adjustment or indemnification
       claim. On July 24, 2000, the purchase price adjustment was settled for
       $500. The outstanding escrow balance of $500 remains for potential
       indemnification claims. The acquisition of the Technology Division was
       financed from the Company's available working capital. The acquisition
       has been recorded in accordance with the purchase method of accounting.
       Accordingly, the purchase price plus direct costs of the acquisition have
       been allocated to the assets acquired and liabilities assumed based on
       their estimated fair values at the date of acquisition and the Technology
       Division's operating results have been included with those of the Company
       since the date of acquisition.

       On April 3, 2000 (the "Gessaroli Closing Date"), pursuant to a Purchase
       and Sale Agreement, dated as of February 5, 2000, among a wholly-owned
       indirect subsidiary of the Company (the "Purchaser") and Agostino
       Gessaroli, Irene Salezzi, Denis Gessaroli, Luana Gessaroli, Officine
       Meccaniche Gessaroli S.p.A., and Gess.cardi Gessaroli Agostino & C. S.a.s
       (collectively, "Sellers"), the Purchaser acquired the Group Gessaroli
       business of Sellers (the "Gessaroli Group").

                                      F-11
<PAGE>   42

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  3.   ACQUISITIONS (CONTINUED)

       The purchase price was ITL 24.0 billion ($11,800 US) plus up to ITL 5.3
       billion ($2,700 US) for the payment of income taxes and debt, subject to
       a Gessaroli Closing Date net asset adjustment, if applicable. On the
       Gessaroli Closing Date, ITL 21.6 billion ($10,700 US) of the total
       purchase price was paid to Sellers and ITL 2.4 billion ($1,200 US) was
       held back, pending any applicable purchase price adjustment or
       indemnification claim. On October 19, 2000, the purchase price adjustment
       was finalized and resulted in the elimination of the ITL 2.4 billion hold
       back. The Gessaroli Group's integrated manufacturing operations cover all
       functions of design, engineering, die and mold construction, parts
       production and assembly for its metal-formed components, modules and
       injection-molded products. The acquisition has been recorded in
       accordance with the purchase method of accounting. Accordingly, the
       purchase price plus direct cost of the acquisition ($11,767 US) have been
       allocated to the assets acquired and liabilities assumed based on their
       estimated fair values at the date of acquisition and Gessaroli's
       operating results have been included with those of the Company since the
       date of acquisition.

       The estimated fair market value of assets acquired and liabilities
       assumed is summarized as follows:

<TABLE>
<S>                                                              <C>
       Current assets                                            $       18,528
       Noncurrent assets                                                  4,831
       Property, plant and equipment                                      8,454
       Current liabilities                                              (17,731)
       Noncurrent liabilities                                            (2,315)
                                                                 ---------------

                                                                 $       11,767
                                                                 ==============
</TABLE>

       On August 2, 2000 (the "AIMDF Closing Date"), pursuant to a share
       purchase and sales agreement, dated August 2, 2000, among Oxford
       Automotive Mecanismes et Decoupage Fin II SAS, a wholly-owned indirect
       subsidiary of the Company and Aries Industries, S.A. (the "Seller"), the
       Company acquired all of the issued and outstanding shares of Aries
       Industries Mecanismes et Decoupage Fin S.A. ("AIMDF") from the Seller.
       The purchase price was FF 430 million ($60,200 US), subject to possible
       downward adjustments for minimum net assets as of the AIMDF Closing Date
       and minimum EBITDA for the twelve months after the AIMDF Closing Date. On
       the AIMDF Closing Date, FF 350 million ($49,000 US) less approximately FF
       60 million ($8,400 US) in financial indebtedness assumed, or
       approximately FF 290 million ($40,600 US), was paid to the Seller. The
       remaining purchase price of FF 80 million ($11,200 US), subject to any
       applicable purchase price adjustment or indemnification claim, is payable
       in two equal installments on the second and third anniversaries of the
       AIMDF Closing Date, subject to the possible early payment of up to FF 10
       million ($1,400 US) of the deferred payments if certain conditions
       relating to the minimum EBITDA adjustment are met. Effective February 13,
       2001, the final purchase price negotiations resulted in the elimination
       of the deferred purchase price of FF 80 million ($11,200 US). For the
       year ended December 31, 1999, AIMDF had net sales of approximately
       $160,000 US. AIMDF's integrated manufacturing operations cover all
       functions of design, engineering, parts production and assembly of door,
       hood and decklid hinges, latches, sliding door mechanisms, parking
       brakes, jacks, fine blanking, hot rolled profiles and other metal formed
       components. The acquisition has been recorded in accordance with the
       purchase method of accounting. Accordingly, the purchase price paid plus
       direct cost of the acquisition ($11,921 US) have been preliminarily
       allocated to the assets acquired and liabilities assumed based on their
       estimated fair values at


                                      F-12
<PAGE>   43

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  3.   ACQUISITIONS (CONTINUED)

       the date of acquisition and AIMDF's operating results have been included
       with those of the Company since the date of acquisition.

       The estimated fair market value of assets acquired and liabilities
       assumed is summarized as follows:

<TABLE>
<S>                                                                <C>
       Current assets                                              $       58,416
       Noncurrent assets                                                   13,525
       Property, plant and equipment                                       31,224
       Deferred tax asset                                                   9,287
       Current liabilities                                                (89,346)
       Noncurrent liabilities                                             (11,185)
                                                                   --------------

                                                                   $       11,921
                                                                   ==============
</TABLE>

       The following unaudited pro forma combined results of operations of the
       Company have been prepared as if the acquisitions of Wackenhut, the
       Technology Division, Gessaroli and AIMDF had occurred at the beginning of
       fiscal 2001 and 2000. The pro forma information is not intended to be a
       projection of future results.

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED MARCH 31,
                                                                                          --------------------
                                                                                          2001             2000
                                                                                               (UNAUDITED)
<S>                                                                                  <C>              <C>
       Net sales                                                                     $   884,496      $1,041,739
       Net income (loss)                                                             $   (66,450)     $   10,130
       Net income (loss) applicable to common shares                                 $   (67,770)     $    8,810
       Net income (loss) per common share                                            $   (218.79)     $    28.44
</TABLE>

       The foregoing unaudited pro forma results of operations reflect
       adjustments for additional interest expense related to the financing of
       the acquisitions, depreciation expense and amortization of goodwill as a
       result of the revaluation of property, plant and equipment, net of the
       related tax benefit.

  4.   ACCOUNTS RECEIVABLE

       Accounts receivable are comprised of the following at March 31:
<TABLE>
<CAPTION>
                                                                                        2001          2000

<S>                                                                                 <C>            <C>
       Trade receivables                                                            $   123,257    $  144,734
       Less - allowance                                                                  (7,493)       (4,822)
                                                                                    -----------    ----------

       Trade receivables, net                                                       $   115,764    $  139,912
                                                                                    ===========    ==========
</TABLE>

       Although the Company is directly affected by the economic well being of
       the automotive industry, management does not believe significant credit
       risk exists at March 31, 2001. The Company does not require collateral to
       reduce such risk and historically has not experienced significant losses
       related to receivables from individual customers or groups of customers
       in the automotive industry.


                                      F-13
<PAGE>   44

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  4.   ACCOUNTS RECEIVABLE (CONTINUED)

       OAF, OAMDF and Gessaroli sell accounts receivable to various financial
       institutions for which they surrender control. The balance of accounts
       receivable transferred that remained uncollected was approximately
       $90,399 and $39,589 at March 31, 2001 and 2000, respectively. In
       addition, included in prepaid assets and accounts receivable are amounts
       factored but not yet financed for approximately $8,815 and $4,222 at
       March 31, 2001 and 2000, respectively.

  5.   INVENTORIES

       Inventories are comprised of the following at March 31:

<TABLE>
<CAPTION>
                                                                                        2001              2000

<S>                                                                                 <C>              <C>
       Raw materials                                                                $      27,492    $       24,870
       Finished goods and work-in-process                                                  41,307            32,607
                                                                                    -------------    --------------
                                                                                           68,799            57,477
       Reserves                                                                            (7,147)           (4,290)
                                                                                    --------------   ---------------

                                                                                    $      61,652    $       53,187
                                                                                    =============    ==============
</TABLE>

       The Company does not separately identify finished goods from
       work-in-process.

  6.   PROPERTY, PLANT AND EQUIPMENT

       Property, plant and equipment are comprised of the following at March 31:

<TABLE>
<CAPTION>
                                                                                        2001              2000

<S>                                                                                 <C>              <C>
       Land and land improvements                                                   $       9,772    $       11,466
       Buildings and improvements                                                          54,325            51,988
       Machinery and equipment                                                            192,393           241,629
       Construction-in-process                                                             54,260            18,536
                                                                                    -------------    --------------
                                                                                          310,750           323,619
       Less - accumulated depreciation                                                    (57,806)          (72,370)
                                                                                    -------------    --------------

                                                                                    $     252,944    $      251,249
                                                                                    =============    ==============
</TABLE>

       As discussed in Note 9, certain of the Company's facilities were closed
       or were announced they would be closed. As management intends to sell
       these facilities, the net book value of the land, buildings and
       equipment, net of estimated cost to dispose, approximating $32,428, has
       been reclassified to other noncurrent assets as of March 31, 2001 in the
       accompanying consolidated balance sheet.

       Depreciation expense amounted to $37,495, $30,442 and $18,596 for the
       years ended March 31, 2001, 2000 and 1999, respectively.


                                      F-14
<PAGE>   45

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  7.   BORROWING ARRANGEMENTS
       Borrowings consist of the following at March 31:

<TABLE>
<CAPTION>
                                                                                        2001              2000

<S>                                                                                 <C>              <C>
       10.125% SENIOR SUBORDINATED NOTES DUE
        2007, OXFORD                                                                $     202,357    $      202,734
       BANK SYNDICATE - OXFORD
       Interest at variable rate over LIBOR or Prime, matures June 30, 2005.
          TERM LOAN  - 7.91% at March 31, 2001                                             50,000            28,500
          REVOLVING CREDIT LINE - UNITED STATES  - Interest
           at various rates (7.73 - 9.25% at March 31, 2001).                              73,575
          REVOLVING CREDIT LINE - CANADA - Interest at
           prime rate (7.46 - 8.00% at March 31, 2001).                                    30,068                69
       SHARE PURCHASE OBLIGATION, OXFORD FRANCE
       Principal amount of $4,812 less unamortized discount
        of $278. Interest payable at 3%; discounted
        at 10%. Annual payments beginning February 2000,
        matures February 2002.                                                              4,534             8,312
       DEBT OBLIGATION, OXFORD FRANCE
       Principal amount of $1,871 less unamortized discount
        of $123. Interest payable at 2%; discounted
        at 10%. Annual payments beginning February 2000,
        matures February 2002.                                                              1,748             3,531
       CONTINUATION PLAN DEBT, OXFORD FRANCE
       Principal amount of $8,510 less unamortized discount
        of $2,548. Non-interest bearing; discounted at 10%.
        Annual payments beginning June 1999,
        matures June 2008.                                                                  5,962             6,195
       DEBT OBLIGATION, WACKENHUT
       Term loan. Principal amount of $17,930 less unamortized discount of
        $5,722. Interest rate 5.25%; discounted at 10%.
       Semi-annual payments beginning March 2004,
        matures June 30, 2009.                                                             12,208            13,303
       DEBT OBLIGATION, WACKENHUT
       Revolving credit. Interest rate at competitive rates.                                9,645             8,107
       DEBT OBLIGATION, WACKENHUT
       Term loan. Land and building; interest rate 5.69%.
       Semi-annual payments beginning January 31, 2001,
        matures July 31, 2009.                                                              1,271             1,539
       DEBT OBLIGATION, WACKENHUT
       Term loan. Land and building; interest rate 6.27%. Annual
        principal payments beginning January 31, 2002, matures
        September 30, 2010.                                                                 2,241
       Other                                                                                3,015             1,386
                                                                                    -------------    --------------

       Total                                                                              396,624           273,676
       Less - current portion of long-term borrowings                                     (15,052)          (11,055)
                                                                                    -------------    --------------

       Long-term borrowings - less current portion                                  $     381,572    $      262,621
                                                                                    =============    ==============
</TABLE>

                                      F-15
<PAGE>   46


OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  7.   BORROWING ARRANGEMENTS (CONTINUED)

       On June 24, 1997, the Company issued $125,000 of Series A 10.125% Senior
       Subordinated Notes Due 2007. On April 1, 1998, the Company issued $35,000
       of Series B 10.125% Senior Subordinated Notes Due 2007. On December 8,
       1998, the Company issued $40,000 of Series C 10.125% Senior Subordinated
       Notes Due 2007. The Series A, Series B and the Series C Notes are
       collectively referred to as "the Notes". The Notes mature on June 15,
       2007 and require semi-annual interest payments of approximately $10,125.
       The proceeds from the Notes were primarily used to repay certain of the
       Company's indebtedness and finance various Company acquisitions. The
       Notes are unsecured and issued by Oxford and guaranteed by certain of its
       wholly owned subsidiaries. The Company is restricted regarding the
       payment of common share dividends.

       Concurrent with the issuance of the Notes, the Company entered into a
       credit agreement with a syndicate of banks (the "Credit Agreement"), as
       subsequently amended, under which the Company may borrow up to $175,000,
       of which a maximum of $30,000 is available for letters of credit. At
       March 31, 2001, there was $103,600 outstanding under the revolving line
       of credit, $50,000 was outstanding under the term loan and $4,000 was
       outstanding under letters of credit, leaving $17,400 unused and
       available. The terms of the Credit Agreement contain, among other
       provisions, requirements for maintaining total debt to cash flows,
       interest coverage, limitations on capital expenditures and certain
       restrictions on the payment of dividends. Facility fees on the aggregate
       amount of the Credit Agreement ranging from 0.375% to 0.50% are payable
       quarterly. Borrowings are secured by substantially all of the assets of
       the US Subsidiaries and pledges of the stock of the other restricted
       subsidiaries. Canadian borrowings are secured by substantially all of the
       assets of the Canadian Subsidiaries. The facility matures June 2005.

       As part of the Wackenhut acquisition, the Company assumed a revolving
       line of credit with a limit of 35 Million DM. Interest is calculated
       based on a competitive variable rate.

       As of June 8, 2001, the Company amended and restated its Credit Agreement
       revising certain financial covenants and other conditions. These
       amendments revise the existing financial covenants, which the Company
       expects will be through June 30, 2002, add a minimum EBITDA covenant,
       and institute restrictions on investments, acquisitions, capital
       expenditures and other spending, generally until the attainment of
       certain financial performance benchmarks which the Company expect to
       achieve no later than the fiscal quarter ending December 31, 2002. In
       addition, the amendment requires the pledge of certain Mexican assets in
       support of the Canadian borrowings.

       Aggregate maturities of long-term borrowings at March 31, 2001 are as
       follows:

<TABLE>
<S>                                                               <C>
       2002                                                             15,052
       2003                                                             12,067
       2004                                                             15,964
       2005                                                             20,182
       2006                                                              8,496
       Thereafter                                                      324,863
                                                                   -----------

                                                                   $   396,624
                                                                   ===========
</TABLE>

                                      F-16
<PAGE>   47


OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  8.   INCOME TAXES

       The Company's income tax provision (benefit) consists of the following:

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED MARCH 31
                                                                       -----------------------------------------
                                                                        2001              2000             1999

<S>                                                                  <C>              <C>               <C>
       Current
         Federal                                                     $    (7,209)     $     3,624       $     6,037
         State                                                                46            1,662             1,719
         Foreign                                                          (1,884)           6,401             3,160
                                                                     -----------      -----------       -----------
                                                                          (9,047)          11,687            10,916
                                                                     -----------      -----------       -----------
       Deferred
          Federal                                                        (20,472)          (2,538)           (3,067)
          State                                                             (521)               8              (317)
          Foreign                                                         11,436               59            (4,579)
                                                                     -----------      -----------       -----------
                                                                          (9,557)          (2,471)           (7,963)
                                                                     -----------      -----------       -----------

                                                                     $   (18,604)     $     9,216       $     2,953
                                                                     ===========      ===========       ===========
</TABLE>

       The difference between the statutory rate and the Company's effective
       rate was as follows:

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED MARCH 31
                                                                       -----------------------------------------
                                                                        2001              2000             1999

<S>                                                                    <C>              <C>              <C>
       Statutory rate                                                    35.0%             35.0%            35.0%
       Foreign rates varying from 35%                                    (5.0)              5.8              0.1
       Valuation allowance                                               (4.4)
       FSC benefit                                                                         (1.5)            (5.6)
       State taxes, net of federal benefit                                0.4               6.4             15.1
       Effect of foreign earnings taxed in US                            (3.0)              7.2
       Nondeductible items                                               (0.7)              1.4              5.8
       Other                                                             (0.8)              0.5             (2.0)
                                                                        -----            ------            -----

       Effective income tax rate                                         21.5%             54.8%            48.4%
                                                                        =====            ======            =====
</TABLE>

                                      F-17
<PAGE>   48


OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  8.   INCOME TAXES (CONTINUED)

       Significant components of the Company's deferred tax assets and
       (liabilities) are as follows at March 31:

<TABLE>
<CAPTION>
                                                                                        2001              2000

<S>                                                                                 <C>              <C>
       Deferred tax liabilities
         Tax depreciation in excess of book                                         $     (13,736)   $      (26,762)
         Debt related                                                                      (4,030)           (4,302)
         Pension                                                                             (643)
         Other                                                                             (3,593)             (360)
                                                                                    -------------    --------------
         Gross deferred tax liabilities                                                   (22,002)          (31,424)
                                                                                    -------------    --------------
       Deferred tax assets
         Postretirement medical benefits                                                   15,706            16,746
         Workers' compensation                                                              1,171             1,610
         Medical benefits accrual                                                             806               550
         Allowance for bad debts                                                            1,640             1,606
         AMT credit carryforward                                                            1,743               970
         Pension benefits                                                                                     5,287
         Net operating loss carryforwards                                                  24,281            25,377
         Restructuring reserve                                                             18,219             1,592
         Foreign tax credit                                                                 6,581             4,002
         Inventory                                                                          1,181             2,291
         Other                                                                              2,080             2,546
                                                                                    -------------    --------------
         Gross deferred tax assets                                                         73,408            62,577
                                                                                    -------------    --------------
       Valuation allowance                                                                 (8,174)           (1,795)
                                                                                    -------------    --------------

       Net deferred tax assets                                                      $      43,232    $       29,358
                                                                                    =============    ==============
</TABLE>

       A valuation allowance is provided on the tax benefits otherwise
       associated with certain tax attributes unless it is considered more
       likely than not that the benefit will be realized. Based on forecasted
       earnings, the Company has established a valuation allowance relative to a
       portion of its foreign tax credit carryforward ($4,374) and a portion of
       its Canadian net operating loss carryforward ($3,800).

       The Company has net operating loss carryforwards for federal income tax
       purposes of $3,983 at March 31, 2001, $1,941 of which expire during 2011,
       with the remaining $2,042 expiring during 2021. The Company also has
       Foreign Tax Credit carryforwards for federal income tax purposes of
       $6,581 at March 31, 2001. These credits expire in 2004-2005. In addition,
       the Company has Alternative Minimum Tax Credit carryforwards of $1,743,
       which have no expiration date.

       The Company has net operating loss carryforwards for Canadian income tax
       purposes of $38,929 at March 31, 2001. The Canadian net operating losses
       expire from 2003 to 2008.

       The Company also has net operating losses for French tax purposes of
       $18,678 at March 31, 2001, $2,556 of which will expire from 2002-2006 and
       the remaining $16,122 can be carried forward indefinitely.

                                      F-18
<PAGE>   49

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  8.   INCOME TAXES (CONTINUED)

       In addition to losses identified above, the Company has a net operating
       loss for German tax purposes with potential future tax deductions of
       approximately $11,682 at March 31, 2001. These losses can be carried
       forward indefinitely.

  9.   RESTRUCTURING RESERVES

       A summary of the restructuring activity is presented below.

<TABLE>
<S>                                                                                                  <C>
       BALANCE AT MARCH 31, 1998                                                                     $        6,363
       1999 provision                                                                                         1,151
       Restructuring accrual associated with the acquisition
         of Suspension and Cofimeta                                                                          10,291
       Reduction in workforce and other cash outflows                                                        (8,257)
       Reversal of excess accruals to noncurrent assets                                                        (801)
                                                                                                     --------------

       BALANCE AT MARCH 31, 1999                                                                              8,747
       Restructuring accrual associated with the acquisition
         of Wackenhut and the Technology Division
                                                                                                              3,750
       Reduction in workforce and other cash outflows                                                        (4,543)
       Reversal of excess accruals to noncurrent assets and currency fluctuations                            (3,865)
                                                                                                     --------------

       BALANCE AT MARCH 31, 2000                                                                              4,089
       Rationalization charge - see below                                                                    20,835
       Restructuring accrual associated with the acquisition
          of Gessaroli and AIMDF                                                                              9,023
       Reduction in workforce and other cash outflows                                                        (4,782)
                                                                                                     --------------

       BALANCE AT MARCH 31, 2001                                                                     $       29,165
                                                                                                     ==============
</TABLE>

       The accrual recorded in connection with the acquisition of Suspension of
       $1,710 represents costs associated with management's plan to close the
       operating facility in Hamilton; 119 employees were permanently severed as
       a result of this closure. This restructuring action was completed by
       September 1999. The Hamilton facility was sold in March 2001.

       In connection with the acquisition of Cofimeta, management established
       certain restructuring reserves aggregating $8,581. Management's
       restructuring plan includes a facility closure and the termination of
       certain production processes. At March 31, 2001, the balance of
       restructuring reserves related to Cofimeta was $475. These restructuring
       actions should be completed during fiscal year 2002.

       In connection with the acquisition of Wackenhut, management established
       certain restructuring reserves aggregating $2,950. Management's
       restructuring plan includes a facility closure and the termination of
       certain production processes. Included in the restructuring reserve at
       March 31, 2001 were costs for severance and benefits for employees to be
       terminated and other restructuring costs of $719. These restructuring
       actions should be completed during fiscal year 2002.

       In connection with the acquisition of the Technology Division, management
       established certain restructuring reserves aggregating $800 for severance
       and benefits for employees to be terminated.


                                      F-19
<PAGE>   50

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  9.   RESTRUCTURING RESERVES (CONTINUED)

       At March 31, 2001, the balance of restructuring reserves related to the
       Technology Division was $54. These restructuring actions should be
       completed during fiscal year 2002.

       In connection with the acquisition of Gessaroli, described in Note 3,
       management established certain restructuring reserves aggregating $863
       for severance and employee benefits as well as the discontinuance of
       certain production processes. At March 31, 2001, the balance of
       restructuring reserves related to Gessaroli was $607. These restructuring
       actions should be completed during fiscal year 2002.

       In connection with the acquisition of AIMDF, described in Note 3,
       management established certain restructuring reserves aggregating $8,160
       for severance and employee benefits, facility closures, discontinuance of
       certain production processes, loss contracts as well as other
       restructuring costs. At March 31, 2001, the balance of restructuring
       reserves related to AIMDF was $7,578. These restructuring actions should
       be completed during fiscal year 2002.

       On March 27, 2001, the Company announced a capacity rationalization plan
       ("the Rationalization"). The Rationalization includes the closure of
       several plants, elimination of jobs and includes a one-time restructuring
       charge of $71,308 before taxes.

       The charge is to be recorded in the following periods:

<TABLE>
<S>                                                                                              <C>
       Year ended March 31, 2001                                                                   $62,081
       Year ended March 31, 2002                                                                     9,227
                                                                                                   -------

       Total Rationalization charge before taxes                                                   $71,308
                                                                                                   =======
</TABLE>

       The charge for the year ended March 31, 2001 consists of and has been
       reflected in the income statement as follows:

<TABLE>
<S>                                                                                              <C>
       COST OF GOODS SOLD:
         Reserve for loss contract                                                                  $4,400
         Provision for supply obsolescence                                                           2,527
                                                                                                   -------

          Total cost of goods sold                                                                  $6,927
                                                                                                   =======

       RESTRUCTURING PROVISION:
         Asset impairment including costs to dispose                                               $42,088
         Lease termination charges and other exit costs to be incurred                               9,197
         Employee severance                                                                          5,443
         Employee benefits (including curtailment gain)                                             (5,365)
         Write off of intangible assets                                                              1,396
         Other charges                                                                               2,395
                                                                                                   -------

                                                                                                   $55,154
                                                                                                   =======

       Total Rationalization charge                                                                $62,081
                                                                                                   =======
</TABLE>

                                      F-20
<PAGE>   51

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  9.   RESTRUCTURING RESERVES (CONTINUED)

       The expected charge to be recorded during fiscal year ended March 31,
       2002 ($9,227) represents expenses such as production transfer, inventory
       movement and other period costs which must be recognized in the period
       incurred.

       This Rationalization action anticipates the closure of four North
       American plants and will result in the elimination of up to 500 jobs of
       the North American salaried and hourly workforce. These actions will
       reduce excess capacity and result in the transfer of substantially all of
       the products manufactured in the closed facilities to other Company
       facilities.

       The Company expects that the Rationalization action will result in net
       cash charges of approximately $12,933 during the fiscal year ending March
       31, 2002. The Rationalization charge includes a $42,088 write-down of the
       net book value of excess, obsolete and non-core assets including costs
       necessary to dispose of such assets.

       The Rationalization accrual has been reflected in the balance sheet as
       follows:

<TABLE>
<S>                                                                                          <C>
       Property, plant and equipment - asset impairment                                      $42,088
       Restructuring accrual                                                                  20,835
       Employee benefit liabilities                                                           (5,365)
       Noncurrent assets                                                                       1,396
       Accrued expenses and other current liabilities                                          2,527
       Noncurrent liabilities - environmental reserve                                            600
                                                                                             -------

       Total Rationalization accrual                                                         $62,081
                                                                                             =======
</TABLE>

       The provision for restructuring recorded during the years ended March 31,
       2001 and 1999 represents costs associated with management's plans to
       close various Company facilities. Costs recorded in 1999 primarily relate
       to severance costs.

       The reversal of excess accruals recorded during the years ended March 31,
       2000 and 1999 are due to management's finalization of its restructuring
       plans established in purchase accounting. No future requirement for these
       accruals exists. These reversals were recorded as a reduction of
       noncurrent assets.

  10.  BENEFIT PLANS

       The Company sponsors 18 noncontributory plans covering substantially all
       employees meeting the age and length of service requirements as specified
       in the plans. The plan covering salaried employees provides pension
       benefits that are based on a percentage of the employee's average monthly
       compensation during the five highest consecutive years out of their last
       ten years, and their years of credited service up to a maximum of 30
       years. The hourly plans do not provide for increases in future
       compensation levels. The Company's funding policy for the plan covering
       salaried employees is to make contributions in amounts sufficient to
       annually fund the plan's current service cost and the initial past
       service cost, plus interest, over a period of 30 years. Plans covering
       hourly employees generally provide benefits of stated amounts based on
       their unique labor agreements for each year of service. The Company's
       funding policy for these plans is to make at least the minimum annual
       contributions required by applicable regulations.



                                      F-21
<PAGE>   52
OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  10.  BENEFIT PLANS (CONTINUED)


       The Company sponsors seven defined contribution 401(k) plans. The Company
       generally contributes 25% of the first 6% of the base compensation that a
       participant contributes to the plans.

       In addition to the Company's pension plans, the Company sponsors unfunded
       defined benefit medical plans that provide postretirement medical
       benefits to certain full-time employees meeting the age, length of
       service and contractual requirements as specified in the plans.

                                      F-22
<PAGE>   53


OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  10.  BENEFIT PLANS (CONTINUED)

       The following table sets forth the plans' funded status and amounts
       recognized on the Company's balance sheets at March 31:

<TABLE>
<CAPTION>
                                                                                                     OTHER
                                                                                                POSTRETIREMENT
                                                                   PENSION PLANS                 BENEFIT PLANS
                                                            -------------------------    -------------------------
                                                               2001           2000            2001         2000
       CHANGES IN PLAN ASSETS
<S>                                                         <C>           <C>            <C>            <C>
         Beginning balance                                  $   121,426   $   106,183    $              $
         Actual return on plan assets                           (10,456)       16,358
         Employer contributions                                   8,752         3,258          1,543         1,513
         Benefits paid from plan assets                          (4,765)       (5,266)        (1,543)       (1,513)
         Effect of exchange rate changes                         (5,107)
         Other                                                   (1,370)          893
                                                            -----------   -----------    -----------    ----------
       Ending balance                                           108,480       121,426
                                                            -----------   -----------    -----------    ----------
       CHANGE IN BENEFIT OBLIGATIONS
         Beginning balance                                      111,670       109,518         50,238        48,006
         Obligations assumed                                                    2,330                          163
         Service cost                                             3,723         3,927            761         1,654
         Interest cost                                            7,566         7,168          2,391         3,532
         Plan amendments                                          2,184           899
         Actuarial loss (gain)                                      113        (5,234)       (11,797)       (1,172)
         Total benefits paid                                     (4,887)       (5,286)        (1,543)       (1,513)
         Effect of discount rate changes                         (2,038)                        (355)
         Effect of exchange rate changes                         (4,619)
         Curtailment gain                                        (3,348)                      (6,752)
         Other                                                                 (1,652)          (579)         (432)
                                                            -----------   -----------    -----------    ----------
       Ending balance                                           110,364       111,670         32,364        50,238
                                                            -----------   -----------    -----------    ----------
       FUNDED STATUS                                             (1,884)        9,756        (32,364)      (50,238)
         Unrecognized net actuarial loss (gain)                   8,052       (11,732)       (10,409)          794
         Unrecognized prior service cost                          2,868         2,346          2,127         2,491
                                                            -----------   -----------    -----------    ----------

       NET AMOUNT RECOGNIZED IN THE
        CONSOLIDATED BALANCE SHEET                          $     9,036   $       370    $   (40,646)   $  (46,953)
                                                            ===========   ===========    ===========    ==========

       AMOUNTS RECOGNIZED IN THE CONSOLIDATED
        BALANCE SHEET CONSIST OF:
         Prepaid benefit cost                               $    17,363   $     9,971    $              $
         Accrued benefit liability                              (11,958)       (9,601)       (40,646)      (46,953)
         Intangible asset                                           848
         Deferred tax asset                                       1,113
         Accumulated other comprehensive income                   1,670
                                                            -----------   -----------    -----------    ----------

       Net amount recognized                                $     9,036   $       370    $   (40,646)   $  (46,953)
                                                            ===========   ===========    ===========    ==========
</TABLE>

                                      F-23
<PAGE>   54



OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  10.  BENEFIT PLANS (CONTINUED)

       PENSION PLANS IN WHICH BENEFIT OBLIGATION
        EXCEEDS PLAN ASSETS AT MARCH 31,
<TABLE>
<CAPTION>
                                                                                              2001         2000

<S>                                                                                      <C>            <C>
         Fair value of plan assets                                                       $    31,710    $   11,562
         Benefit obligation                                                                   41,121        14,521
</TABLE>

       COMPONENTS OF NET PERIODIC BENEFIT COST
<TABLE>
<CAPTION>
                                                                               2001           2000         1999

<S>                                                                       <C>            <C>            <C>
         Pension benefits
           Service cost                                                   $     3,723    $     3,927    $    3,943
           Interest cost                                                        7,566          7,168         7,118
           Expected return on plan assets                                     (10,442)        (9,232)       (9,044)
           Amortization of prior service cost                                      58              8            40
           Recognized actuarial net loss                                         (488)                          18
           Curtailment - restructuring charge                                   1,648
           Net settlement and curtailment (plan freeze)                        (3,003)
                                                                          ------------   -----------    ----------
           Net periodic benefit cost (income)                             $      (938)   $     1,871    $    2,075
                                                                          ============   ===========    ==========

           Net periodic benefit cost of defined
            contribution plans                                            $       692    $       656    $      452
                                                                          ===========    ===========    ==========

         Other postretirement benefits
           Service cost                                                   $       761    $     1,654    $    1,510
           Interest cost                                                        2,390          3,532         3,522
           Amortization of prior service cost                                     171
           Recognized actuarial net (gain) loss                                  (890)           182            35
           Net curtailment gain                                                (6,752)
                                                                          ------------   -----------    ----------

           Net periodic benefit cost (income)                             $    (4,320)   $     5,368    $    5,067
                                                                          ============   ===========    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                            2001            2000         1999

<S>                                                                      <C>             <C>          <C>
       Pension benefits
         Discount rate
           U.S. plans                                                         7.50%          7.75%        7.25%
           Canadian plans                                                     7.25%          7.00%        6.50%
           German plans                                                       6.00%          6.00%
         Expected return on assets
           U.S. plans                                                      8.50-9.00%        9.00%     8.50-9.00%
           Canadian plans                                                     8.50%          8.50%        8.50%
           German plans
         Salary progression
           U.S. plans                                                         4.50%          4.50%        4.50%
           Canadian plans                                                     5.50%          5.50%        5.50%
           German plans                                                       3.50%          3.50%
       Other retirement benefits
         Discount rate                                                        7.50%          7.75%        7.25%
</TABLE>

                                      F-24
<PAGE>   55

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  10.  BENEFIT PLANS (CONTINUED)

       The weighted average annual assumed healthcare cost trend rate is 10.5%
       in 2001 trending to 5.5% in 2011 and thereafter for retirees less than 65
       years of age. The healthcare cost trend rate assumption has a significant
       effect on the amounts reported. For example, increasing the assumed
       healthcare cost trend rates by one percentage point in each year would
       increase the accumulated postretirement benefit obligation as of March
       31, 2001 by approximately $2,952 and net periodic postretirement benefit
       cost for the year ended March 31, 2001 by approximately $307. Conversely,
       decreasing the assumed healthcare cost trend rates by one percentage
       point in each year would decrease the accumulated postretirement benefit
       obligation as of March 31, 2001 by approximately $2,411 and net periodic
       postretirement benefit cost for the year ended March 31, 2001 by
       approximately $246.

       In addition to the above plans, the Company has a non-funded pension
       arrangement in France covering all employees. At March 31, 2001, accrued
       pension costs of $5,747 were included in accrued expenses.

  11.  REDEEMABLE PREFERRED STOCK

       In connection with the acquisition of Lobdell, Series A $3.00 Cumulative
       Preferred Stock (Series A Preferred) with a fair value of $39,754 was
       issued. The annual dividend on the Series A Preferred is $3.00 per share,
       payable semi-annually. Dividends on the Series A Preferred are
       cumulative, but do not bear interest. Under the terms of the issuance of
       the Series A Preferred (the Stock Agreement), the holders of the Series A
       Preferred maintain limited voting rights. Holders are entitled to vote on
       any provisions that would adversely affect their rights or privileges or
       management's plans to issue any equity securities that would rank prior
       to the Series A Preferred. Holders are also entitled to elect at least
       one director of Lobdell, which, under certain provisions of the Stock
       Agreement, may increase to two.

       Lobdell is required to redeem all shares of Series A Preferred on
       December 31, 2006 at a price of $100 per share, plus all declared or
       accumulated but unpaid dividends. If Oxford does not commence an initial
       public offering of common stock (IPO) prior to June 30, 2006, then the
       redemption price of the Series A Preferred is $103 per share. If an IPO
       does not occur by December 31, 2001, each holder of Series A Preferred
       has the option to redeem annually a maximum of 20 percent of the shares
       held at a price of $100 per share on each December 31, beginning in 2002.

       Beginning February 1, 1999, Series A Preferred holders are allowed to
       transfer, sell or assign the shares. Lobdell has the right of first
       refusal to purchase any of the shares transferred, sold or assigned by a
       holder of Series A Preferred.

       Holders of Series A Preferred are entitled to convert their shares to
       Oxford common stock issued in connection with an IPO. Individual holders
       may convert a maximum of 50% of their shares, but the total of all Series
       A Preferred shares converted may not exceed 25% of the shares issued in
       the IPO.

       The Series A Preferred has been included in the accompanying consolidated
       balance sheet at its fair value at the date of issuance of $39,754, and
       has been adjusted for accrued dividends and accretion totaling $820 and
       $697 for the years ended March 31, 2001 and 2000, respectively.

                                      F-25
<PAGE>   56


OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  12.  RELATED PARTY TRANSACTIONS

       The Company is charged fees and expenses by a related party, The Oxford
       Investment Group, Inc., for consulting, finance and management services.
       Fees and expenses charged to the Company by The Oxford Investment Group,
       Inc. approximated $1,796, $1,065, and $1,076 for the years ended March
       31, 2001, 2000 and 1999, respectively. In connection with the
       acquisitions of the Technology Division, Wackenhut, Suspension Division,
       Cofimeta, Gessaroli and AIMDF, investment banking fees of $1,007, $899,
       and $1,747 were paid to The Oxford Investment Group, Inc., during the
       periods ended March 31, 2001, 2000 and 1999, respectively.

  13.  COMMITMENTS AND CONTINGENCIES

       OPERATING LEASES
       As of March 31, 2001, the Company had long-term operating leases covering
       certain machinery and equipment. The minimum rental commitments under
       noncancellable operating leases with lease terms in excess of one year
       are as follows as of March 31, 2001:

<TABLE>
<S>                                                                                               <C>
       2002                                                                                          $       13,682
       2003                                                                                                  12,049
       2004                                                                                                  10,843
       2005                                                                                                   9,675
       2006                                                                                                   3,387
                                                                                                     --------------

                                                                                                     $       49,636
                                                                                                     ==============
</TABLE>

       MEXICAN ASSET USAGE AGREEMENT
       On March 31, 1999, Oxford Mexico entered into an asset usage agreement
       for the acquisition of new equipment for and construction of a new
       facility built in Ramos Arizpe, Mexico through a special purpose entity
       (SPE). This agreement is classified as an operating lease. Payments for
       the facility under this agreement, which vary based upon interest rates
       at LIBOR plus 3.75% - 4.50%, will be approximately $6,600 per year
       beginning on April 1, 2001. The asset usage agreement is for five years,
       with renewal options covering an additional four years. Oxford has
       guaranteed these lease payments.

                                      F-26
<PAGE>   57

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  13.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

       ENVIRONMENTAL MATTERS

       The Company is subject to federal, state and local laws and regulations
       which govern environmental matters. These laws regulate the discharge of
       materials into the environment and may require the Company to remove or
       mitigate the environmental effects of the disposal or release of
       petroleum or chemical substances. The Company has identified several
       environmental matters resulting from prior operations. Due to the
       relatively early stage of investigation of certain of these identified
       matters as well as potential indemnification by other potentially
       responsible parties, management is unable to reasonably estimate the
       ultimate cost of remediating certain of these identified environmental
       matters. The Company has recorded a liability in other noncurrent
       liabilities of approximately $1,343 and $1,063 at March 31, 2001 and
       2000, respectively, for estimated costs of known environmental matters.

       GENERAL
       The Company is subject to various claims, lawsuits and administrative
       proceedings related to matters arising out of the normal course of
       business. In the opinion of management, after reviewing the information
       which is currently available with respect to such matters and consulting
       with legal counsel, any liability which may ultimately be incurred with
       respect to these matters will not materially affect the financial
       position, results of operations or cash flows of the Company.


                                      F-27

<PAGE>   58


OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  14.  SEGMENT INFORMATION

       The Company has one reportable segment in the global automotive original
       equipment supply industry. Net sales and operating income (loss) are
       attributed to geographic regions based upon their location of origin. Net
       sales, operating income (loss) and identifiable assets by geographic area
       are as follows:

<TABLE>
<CAPTION>
                                                                               YEAR ENDED MARCH 31
                                                                   ------------------------------------------
                                                                     2001            2000               1999

<S>                                                              <C>              <C>               <C>
       Net sales
         United States                                           $    258,577     $   367,245       $   378,227
         Canada                                                       153,038         193,077           167,547
         Mexico                                                        53,860          14,770             9,666
         France                                                       271,635         191,070            36,205
         Germany                                                       56,257          42,903
         Other Europe                                                  30,181
                                                                 ------------     -----------       -----------

                                                                 $    823,548     $   809,065       $   591,645
                                                                 ============     ===========       ===========

       Operating income (loss)
         United States                                           $    (61,923)    $    18,906       $    20,046
         Canada                                                       (17,589)          1,472             2,116
         Mexico                                                        13,534           6,337            (1,152)
         France                                                        14,643          15,489             1,554
         Germany                                                        4,162           4,482
         Other Europe                                                   2,935
                                                                 ------------     -----------       -----------

                                                                 $    (44,238)    $    46,686       $    22,564
                                                                 ============     ===========       ===========

       Identifiable assets
         United States                                           $    285,106     $   302,860
         Canada                                                       104,353         105,040
         Mexico                                                        61,101          27,265
         France                                                       214,391         121,219
         Germany                                                       62,208          42,428
         Other Europe                                                  23,572
                                                                 ------------     -----------

                                                                 $    750,731     $   598,812
                                                                 ============     ===========
</TABLE>


                                      F-28
<PAGE>   59

OXFORD AUTOMOTIVE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

  15.  CONDENSED CONSOLIDATING INFORMATION

       The Notes were issued by Oxford Automotive, Inc. and as of March 31, 2001
       were guaranteed by certain of its 100% owned subsidiaries, including
       Lobdell, Howell, RPIH, Suspension, Inc. and the Technology Division (the
       Guarantor Subsidiaries). As of March 31, 2001, the Notes are not
       guaranteed by other consolidated subsidiaries, BMGH, Oxford Mexico,
       Oxford Europe, OAF, Suspension Ltd. and Wackenhut (the Non-guarantor
       Subsidiaries). As of March 31, 2000, the Notes were guaranteed by
       Lobdell, Howell, BMGH, RPIH, Suspension Inc., Suspension Ltd. and the
       Technology Division (the Guarantor Subsidiaries). As of March 31, 2000,
       the Notes were not guaranteed by other consolidated subsidiaries, Oxford
       Mexico, Oxford Europe, OAF and Wackenhut. During the year ended March 31,
       2001, the guarantee of the Company's Canadian subsidiaries (BMGH and
       Suspension Ltd.) was eliminated. During the year ended March 31, 1999,
       the Notes were guaranteed by Lobdell, Howell, BMGH, RPIH, Suspension Inc.
       and Suspension Ltd. During the year ended March 31, 1999 the Notes were
       not guaranteed by Cofimeta. The guarantee of the Notes by the Guarantor
       Subsidiaries is full and unconditional and the guarantees are joint and
       several. The following condensed consolidated financial information
       presents the financial position, results of operations and cash flows of
       (i) the Company as if it accounted for its subsidiaries on the equity
       method, (ii) the Guarantor Subsidiaries on a combined basis and (iii) the
       Non-guarantor Subsidiaries.

                                      F-29
<PAGE>   60


OXFORD AUTOMOTIVE, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 2001
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            NON-GUARANTOR    GUARANTOR    ELIMINATIONS/
                                                 PARENT     SUBSIDIARIES   SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED

<S>                                            <C>          <C>            <C>           <C>           <C>
ASSETS

Current assets
  Cash                                            $19,270       $44,285           $45    $                 $63,600
  Receivables, net                                    959        78,040        36,765                      115,764
  Inventories, net                                               46,167        15,485                       61,652
  Refundable income taxes                           5,300         6,100           700                       12,100
  Reimbursable tooling                             42,678        15,629                                     58,307
  Deferred income taxes                               970                      10,233                       11,203
  Prepaid expenses and other                        2,972        27,135        10,914                       41,021
                                               -----------   -----------   -----------   -----------   ------------

          TOTAL CURRENT ASSETS                     72,149       217,356        74,142                      363,647

Assets held for sale                                              3,183        29,245                       32,428
Other noncurrent assets                            15,381        30,729        13,928                       60,038
Deferred income taxes                               2,195        35,691         3,788                       41,674
Property, plant and equipment, net                  5,856       175,080        72,008                      252,944
Investment in consolidated subsidiaries            78,692        75,761        55,182      (209,635)
                                               -----------   -----------   -----------   -----------   ------------

          TOTAL ASSETS                           $174,273      $537,800      $248,293     ($209,635)      $750,731
                                               ===========   ===========   ===========   ===========   ============
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIT)

Current liabilities
  Accounts payable                                $48,799      $129,904       $28,819    $                $207,522
  Intercompany accounts                          (143,706)       67,856        75,850
  Employee compensation                               487        26,889         2,636                       30,012
  Accrued expenses and other                       17,715        35,788           273                       53,776
  Restructuring reserve                             1,000        11,592        16,573                       29,165
  Current portion of borrowings                     6,000         9,052                                     15,052
                                               -----------   -----------   -----------   -----------   ------------

          TOTAL CURRENT LIABILITIES               (69,705)      281,081       124,151                      335,527

Pension liability                                                 3,570         8,388                       11,958
Postretirement medical benefits                                   5,395        35,251                       40,646
Deferred income taxes and other                                   9,645                                      9,645
Other noncurrent liabilities                                      5,677         1,086                        6,763
Long-term borrowings                              319,932        61,640                                    381,572
                                               -----------   -----------   -----------   -----------   ------------

          TOTAL LIABILITIES                       250,227       367,008       168,876                      786,111

Redeemable preferred stock                                                     40,574                       40,574
                                               -----------   -----------   -----------   -----------   ------------

Shareholders' equity (deficit)
  Common stock                                      1,050       197,064        88,582      (285,646)         1,050
  Accumulated other comprehensive income
   (loss)                                                       (19,125)       (1,670)                     (20,795)
  Retained earnings (deficit)                     (77,004)       (7,147)      (48,069)       76,011        (56,209)
                                               -----------   -----------   -----------   -----------   ------------

          TOTAL SHAREHOLDERS' EQUITY
            (DEFICIT)                             (75,954)      170,792        38,843      (209,635)       (75,954)
                                               -----------   -----------   -----------   -----------   ------------

          TOTAL LIABILITIES AND
             SHAREHOLDERS'
             EQUITY (DEFICIT)                    $174,273      $537,800      $248,293     ($209,635)      $750,731
                                               ===========   ===========   ===========   ===========   ============
</TABLE>


                                      F-30
<PAGE>   61

OXFORD AUTOMOTIVE, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 2000
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         NON-GUARANTOR    GUARANTOR   ELIMINATIONS/
                                               PARENT    SUBSIDIARIES   SUBSIDIARIES  ADJUSTMENTS   CONSOLIDATED

<S>                                            <C>       <C>            <C>           <C>          <C>
ASSETS

Current assets
  Cash                                           $8,563       $8,839           $241   $                $17,643
  Receivables, net                               12,372       41,952         85,588                    139,912
  Inventories, net                                            20,462         32,725                     53,187
  Income taxes refundable                         3,515                      (1,488)                     2,027
  Reimbursable tooling                           19,843        6,120           (925)                    25,038
  Deferred income taxes                             388                       1,986                      2,374
  Prepaid expenses and other                      6,809       26,620          3,621                     37,050
                                             -----------  -----------  -------------  -----------  ------------

          TOTAL CURRENT ASSETS                   51,490      103,993        121,748                    277,231

Assets held for sale                                                          1,178                      1,178
Other noncurrent assets                          11,389          448         23,039                     34,876
Deferred income taxes                                         16,930         17,348                     34,278
Property, plant and equipment, net                8,536       51,857        190,856                    251,249
Investment in consolidated subsidiaries          94,437                      45,766     (140,203)
                                             -----------  -----------  -------------  -----------  ------------

          TOTAL ASSETS                         $165,852     $173,228       $399,935    ($140,203)     $598,812
                                             ===========  ===========  =============  ===========  ============
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable                              $53,517      $40,822        $50,362   $               $144,701
  Intercompany accounts                        (133,574)       1,485        132,089
  Employee compensation                           1,410       12,820          7,372                     21,602
  Accrued expenses and other                     11,033       20,250          6,644                     37,927
  Restructuring reserve                                        3,335            754                      4,089
  Current portion of borrowings                   4,500        6,423            132                     11,055
                                             -----------  -----------  -------------  -----------  ------------

          TOTAL CURRENT LIABILITIES             (63,114)      85,135        197,353                    219,374

Pension liability                                              2,175          7,426                      9,601
Postretirement medical benefits                                              46,953                     46,953
Deferred income taxes and other                  (1,997)                      9,291                      7,294
Other noncurrent liabilities                                   4,631          3,658                      8,289
Long-term borrowings                            226,734       35,690            197                    262,621
                                             -----------  -----------  -------------  -----------  ------------

          TOTAL LIABILITIES                     161,623      127,631        264,878                    554,132

Redeemable preferred stock                                                   40,451                     40,451
                                             -----------  -----------  -------------  -----------  ------------

Shareholders' equity
  Common stock                                    1,050       39,882         97,349     (137,231)        1,050
  Accumulated other comprehensive income
   (loss)                                                     (6,914)        (2,776)                    (9,690)
  Retained earnings                               3,179       12,629             33       (2,972)       12,869
                                             -----------  -----------  -------------  -----------  ------------

          TOTAL SHAREHOLDERS' EQUITY              4,229       45,597         94,606     (140,203)        4,229
                                             -----------  -----------  -------------  -----------  ------------

          TOTAL LIABILITIES AND
            SHAREHOLDERS' EQUITY               $165,852     $173,228       $399,935    ($140,203)     $598,812
                                             ===========  ===========  =============  ===========  ============
</TABLE>


                                      F-31




<PAGE>   62


OXFORD AUTOMOTIVE, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 2001
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   NON-GUARANTOR  GUARANTOR    ELIMINATIONS/
                                                       PARENT      SUBSIDIARIES  SUBSIDIARIES   ADJUSTMENTS  CONSOLIDATED

<S>                                                   <C>          <C>           <C>           <C>           <C>
Sales                                                 $              $ 411,933     $ 411,615    $              $ 823,548
Cost of sales                                                          353,695       403,269                     756,964
                                                     -----------   ------------  ------------  -----------   ------------

     GROSS PROFIT                                                       58,238         8,346                      66,584
Selling, general and administrative                      (6,377)        23,839        39,480                      56,942
Restructuring charge                                      1,000                       54,154                      55,154
Gain on sale of equipment                                   (10)          (875)         (389)                     (1,274)
                                                     -----------   ------------  ------------  -----------   ------------

     OPERATING INCOME (LOSS)                              5,387         35,274       (84,899)                    (44,238)
Other income (expense):
  Interest expense                                       (7,006)       (11,361)      (22,477)                    (40,844)
  Other                                                     201         (1,106)         (375)                     (1,280)
                                                     -----------   ------------  ------------  -----------   ------------

INCOME (LOSS) BEFORE BENEFIT (PROVISION)
  FOR INCOME TAXES                                       (1,418)        22,807      (107,751)                    (86,362)
Benefit (provision) for income taxes                       (375)       (10,901)       29,880                      18,604
                                                     -----------   ------------  ------------  -----------   ------------

INCOME (LOSS) BEFORE EQUITY IN LOSS OF
  CONSOLIDATED SUBSIDIARIES                              (1,793)        11,906       (77,871)                    (67,758)
Equity in loss of consolidated subsidiaries             (65,965)                                   65,965
                                                     -----------   ------------  ------------  -----------   ------------

NET INCOME (LOSS)                                     $ (67,758)      $ 11,906     $ (77,871)    $ 65,965      $ (67,758)
                                                     ===========   ============  ============  ===========   ============
</TABLE>



                                      F-32

<PAGE>   63


OXFORD AUTOMOTIVE, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 2000
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               NON-GUARANTOR   GUARANTOR    ELIMINATIONS/
                                                   PARENT      SUBSIDIARIES   SUBSIDIARIES  ADJUSTMENTS    CONSOLIDATED

<S>                                              <C>           <C>            <C>           <C>            <C>
Sales                                             $               $ 248,743     $ 560,322    $               $ 809,065
Cost of sales                                                       207,941       504,998                      712,939
                                                 ------------  -------------  ------------  ------------   ------------

     GROSS PROFIT                                                    40,802        55,324                       96,126
Selling, general and administrative                   (4,184)        14,928        38,503                       49,247
Restructuring charge
(Gain) loss on sale of equipment                                       (436)          629                          193
                                                 ------------  -------------  ------------  ------------   ------------

     OPERATING INCOME                                  4,184         26,310        16,192                       46,686
Other income (expense):
  Interest expense                                    (5,170)        (4,703)      (21,477)                     (31,350)
  Other                                                  111          1,334            41                        1,486
                                                 ------------  -------------  ------------  ------------   ------------

INCOME (LOSS) BEFORE PROVISION
  FOR INCOME TAXES                                      (875)        22,941        (5,244)                      16,822
Provision for income taxes                              (245)        (8,799)         (172)                      (9,216)
                                                 ------------  -------------  ------------  ------------   ------------

INCOME (LOSS) BEFORE EQUITY IN INCOME OF
  CONSOLIDATED SUBSIDIARIES                           (1,120)        14,142        (5,416)                       7,606
Equity in income of consolidated subsidiaries          8,726                                     (8,726)
                                                 ------------  -------------  ------------  ------------   ------------

NET INCOME (LOSS)                                    $ 7,606       $ 14,142      $ (5,416)     $ (8,726)       $ 7,606
                                                 ============  =============  ============  ============   ============
</TABLE>




                                      F-33


<PAGE>   64
OXFORD AUTOMOTIVE, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                             NON-GUARANTOR        GUARANTOR           ELIMINATIONS/
                                                PARENT        SUBSIDIARY         SUBSIDIARIES          ADJUSTMENTS     CONSOLIDATED
<S>                                          <C>            <C>                 <C>                 <C>               <C>
Sales                                           $   --         $ 45,871           $ 545,774             $     --        $ 591,645
Cost of sales                                                    42,896             493,682                               536,578
                                                ------         --------           ---------             --------        ---------
   GROSS PROFIT                                                   2,975              52,092                                55,067

Selling, general and administrative expenses    (2,054)           2,648              31,535                                32,129
Restructuring charge                                                (59)              1,210                                 1,151
Gain on sale of equipment                                           (16)               (761)                                 (777)
                                                ------         --------           ---------             --------        ---------

   OPERATING INCOME                              2,054              402              20,108                                22,564
Other income (expense)
   Interest expense                             (2,438)            (595)            (17,870)                              (20,903)
   Other                                         3,682             (306)              1,069                                 4,445
                                                ------         --------           ---------             --------        ---------

INCOME BEFORE BENEFIT (PROVISION)
   FOR INCOME TAXES                              3,298             (499)              3,307                                 6,106
Benefit (provision) for income taxes            (1,179)             107              (1,881)                               (2,953)
                                                ------         --------           ---------             --------        ---------
INCOME BEFORE EQUITY IN INCOME OF
   CONSOLIDATED SUBSIDIARIES                     2,119             (392)              1,426                                 3,153
Equity in income of consolidated subsidiaries    1,034                                                    (1,034)
                                                ------         --------           ---------             --------        ---------
NET INCOME                                      $3,153         $   (392)          $   1,426             $ (1,034)       $   3,153
                                                ======         ========           =========             ========        =========
</TABLE>

                                      F-34
<PAGE>   65


OXFORD AUTOMOTIVE, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 2001
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      NON-GUARANTOR    GUARANTOR
                                                         PARENT       SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED

<S>                                                   <C>            <C>             <C>             <C>
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                                    $ (65,627)       $ 88,605        $ 19,563       $ 42,541

INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired               (17,058)         (8,690)                       (25,748)
Purchase of property, plant and equipment                    1,304         (62,034)        (20,066)       (80,796)
Proceeds from sale of equipment                                 22           1,493           1,502          3,017
                                                      -------------   -------------  --------------  -------------

NET CASH USED IN
 INVESTING ACTIVITIES                                      (15,732)        (69,231)        (18,564)      (103,527)
                                                      -------------   -------------  --------------  -------------

FINANCING ACTIVITIES
Principal advances (payments) on borrowing
  arrangements                                              94,698          19,465              (3)       114,160
Payment of preferred stock dividends                                                        (1,192)        (1,192)
Debt financing costs                                        (2,632)                                        (2,632)
                                                      -------------   -------------  --------------  -------------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES         92,066          19,465          (1,195)       110,336
                                                      -------------   -------------  --------------  -------------

Effect of foreign currency rate fluctuations on cash                        (3,393)                        (3,393)
                                                      -------------   -------------  --------------  -------------

NET INCREASE IN CASH                                        10,707          35,446            (196)        45,957
Cash at beginning of period                                  8,563           8,839             241         17,643
                                                      -------------   -------------  --------------  -------------

Cash at end of period                                     $ 19,270        $ 44,285            $ 45       $ 63,600
                                                      =============   =============  ==============  =============
</TABLE>



                                      F-35

<PAGE>   66


OXFORD AUTOMOTIVE, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 2000
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      NON-GUARANTOR    GUARANTOR
                                                         PARENT       SUBSIDIARIES   SUBSIDIARIES    CONSOLIDATED

<S>                                                   <C>             <C>            <C>            <C>
NET CASH PROVIDED BY
 OPERATING ACTIVITIES                                     $ 15,464        $ 15,104        $ 23,620       $ 54,188

INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired                (9,176)             59                         (9,117)
Purchase of property, plant and equipment                   (5,211)        (11,418)        (21,214)       (37,843)
Purchase of marketable securities
Proceeds from sale of equipment                                                724           3,262          3,986
                                                      -------------   -------------  --------------  -------------

NET CASH USED IN
 INVESTING ACTIVITIES                                      (14,387)        (10,635)        (17,952)       (42,974)
                                                      -------------   -------------  --------------  -------------

FINANCING ACTIVITIES
Principal payments on borrowing arrangements                (1,877)         (3,862)         (4,303)       (10,042)
Payment of preferred stock dividends                                                        (1,192)        (1,192)
Debt financing costs                                          (378)                                          (378)
                                                      -------------   -------------  --------------  -------------

NET CASH USED IN FINANCING ACTIVITIES                       (2,255)         (3,862)         (5,495)       (11,612)
                                                      -------------   -------------  --------------  -------------

Effect of foreign currency rate fluctuations on cash                          (926)            (41)          (967)
                                                      -------------   -------------  --------------  -------------

NET INCREASE (DECREASE) IN CASH                             (1,178)           (319)            132         (1,365)
Cash at beginning of period                                  9,741           9,158             109         19,008
                                                      -------------   -------------  --------------  -------------

Cash at end of period                                      $ 8,563         $ 8,839           $ 241       $ 17,643
                                                      =============   =============  ==============  =============
</TABLE>




                                      F-36
<PAGE>   67
OXFORD AUTOMOTIVE, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                     NON-GUARANTOR        GUARANTOR
                                                        PARENT        SUBSIDIARY         SUBSIDIARIES        CONSOLIDATED
<S>                                                  <C>            <C>                 <C>                 <C>
NET CASH PROVIDED BY (USED IN)
   OPERATING ACTIVITIES                               $ (24,520)      $ (4,569)           $  34,833           $   5,744

INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired            (91,396)        16,316                                  (75,080)
Purchase of property, plant and equipment                (2,221)        (2,069)             (29,335)            (33,625)
Purchase of marketable securities                          (892)                                                   (892)
Proceeds from sale of equipment                                             16                1,534               1,550
Proceeds from sale of marketable securities              12,009                                                  12,009
                                                      ---------       --------            ---------           ---------

NET CASH PROVIDED BY (USED IN)
   INVESTING ACTIVITIES                                 (82,500)        14,263              (27,801)            (96,038)
                                                      ---------       --------            ---------           ---------

FINANCING ACTIVITIES
Proceeds from borrowing arrangements                    108,544                                                 108,544
Principal payments on borrowing arrangements               (261)                             (9,900)            (10,161)
Payment of preferred stock dividends                                                         (1,194)             (1,194)
Debt financing costs                                     (5,195)                                                 (5,195)
                                                      ---------       --------            ---------           ---------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     103,088                             (11,094)             91,994
                                                      ---------       --------            ---------           ---------
Effect of foreign currency rate fluctuations on cash                      (858)                (155)             (1,013)
                                                      ---------       --------            ---------           ---------
NET INCREASE (DECREASE) IN CASH                          (3,932)         8,836               (4,217)                687
Cash at beginning of period                              13,673            322                4,326              18,321
                                                      ---------       --------            ---------           ---------
Cash at end of period                                 $   9,741       $  9,158            $     109           $  19,008
                                                      =========       ========            =========           =========
</TABLE>



                                      F-37



<PAGE>   68
                            OXFORD AUTOMOTIVE, INC.
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                         (DOLLAR AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                            YEAR ENDED                  YEAR ENDED              YEAR ENDED
                                                             MARCH 31,                    MARCH 31,               MARCH 31,
                                                               2001                        2000                    1999
                                                          ---------------             ------------            ------------
<S>                                                       <C>                         <C>                     <C>
Balance, beginning of period                                       4,822                    4,506                     400
Additions
    Acquisition                                                    3,465                      717                   4,195
    Provision for additional allowance                               437                      524                      11
Deductions
    Currency translation adjustments
    Reversals                                                       (271)
    Doubtful accounts (charged) recovered                           (960)                    (925)                   (100)
                                                          ---------------             ------------            ------------
Balance, end of period                                    $        7,493              $     4,822             $     4,506
                                                          ===============             ============            ------------
</TABLE>




                                      F-38
<PAGE>   69


                                   SIGNATURES

               Pursuant to the requirements of section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized on
June 29, 2001.

                               OXFORD AUTOMOTIVE, INC.

                               By:  /S/ John W. Potter
                                    ------------------------
                                         John W. Potter
                                        President and Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on June 29, 2001.


                 SIGNATURE                      TITLE


/S/ Selwyn Isakow                       Chairman of the Board and Director
----------------------------------
Selwyn Isakow

/S/ Rex E. Schlaybaugh, Jr.             Vice Chairman of the Board and Director
----------------------------------
Rex E. Schlaybaugh, Jr.

/S/ John W. Potter                      President and Chief Executive Officer
----------------------------------      and Director
John W. Potter

/S/ Aurelian Bukatko                    Executive Vice President-Chief Financial
----------------------------------      Officer (Principal Accounting and
Aurelian Bukatko                        Financial Officer)

/S/ Manfred J. Walt                     Director
----------------------------------
Manfred J. Walt

/S/ Dennis K. Pawley                    Director
----------------------------------
Dennis K. Pawley

/S/ Herve Guillaume                     Director
----------------------------------
Herve Guillaume

/S/ George R. Mrkonic                   Director
----------------------------------
George R. Mrkonic

         SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

         No Annual Report or Proxy Materials have been or will be sent to
security holders.





<PAGE>   70


                                  EXHIBIT INDEX


Exhibit
Number   Description
-------  -----------
2.1       Share Purchase and Sale Agreement, dated August 2, 2000 between Oxford
          Automotive Mecanismes et Decoupage Fin II, a wholly-owned indirect
          subsidiary of Oxford Automotive, Inc., and Aires Industries, S.A. The
          Share Purchase and Sale Agreement as filed does not contain certain
          exhibits which are described in the Share Purchase and Sale Agreement.
          The Registrant will furnish a copy of the omitted material to the
          Commission upon request (previously filed as Exhibit 2.1 to the
          Registrant's Current Report on Form 8-K dated August 14, 2000, and
          incorporated herein by reference)

3.1       Articles of Incorporation of the Company (previously filed as Exhibit
          3.1 to the Registrant's Registration Statement on Form S-4, File No.
          333-32975, and incorporated herein by reference)

3.2       Bylaws of the Company (previously filed as Exhibit 3.11 to the
          Registrant's Registration Statement on Form S-4, File No. 333-32975,
          and incorporated herein by reference)

4.1       Indenture, dated as of June 15, 1997, by and among the Company, the
          Subsidiary Guarantors and First National Trust Association, as Trustee
          (including form of the 10 1/8% Senior Subordinated Notes Due 2007,
          form of the Guaranty, and form of Supplemental Indenture) (previously
          filed as Exhibit 4.1 to the Registrant's Registration Statement on
          Form S-4, File No. 333-32975, and incorporated herein by reference)

4.2       Indenture, dated as of December 1, 1998, by and among the Company, the
          Subsidiary Guarantors and U.S. Bank Trust National Association, as
          Trustee (including form of the 10 1/8% Senior Subordinated Notes Due
          2007, Series C, form of Guaranty, and form of Supplemental Indenture)
          (previously filed as Exhibit 4.1 to the Registrant's Quarterly Report
          on Form 10-Q for the fiscal quarter ended December 31, 1998, and
          incorporated herein by reference)

4.3       Amended and Restated Pledge and Security Agreement, dated as of August
          1, 2000 in favor of Citicorp USA, Inc. as Collateral Agent (previously
          filed as Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q
          for the fiscal quarter ended June 30, 2000, and incorporated herein by
          reference)

4.4       Amended and Restated Guaranty, dated as of August 1, 2000 in favor of
          Citicorp USA, Inc. as Administrative Agent and Collateral Agent
          (previously filed as Exhibit 4.3 to the Registrant's Quarterly Report
          on Form 10-Q for the fiscal quarter ended June 30, 2000, and
          incorporated herein by reference)

4.5       Supplemental Indenture, dated as of August 29, 2000, among Oxford
          Automotive, Inc., the Subsidiary Guarantors under the Indenture and
          U.S. Bank Trust National Association relating to the Indenture dated
          as of June 15, 1997, providing for the issuance of 10-1/8% Senior
          Subordinated Notes Due 2007, Series A/B (previously filed as Exhibit
          4.1 to the Registrant's Current Report on Form 8-K dated September 6,
          2000, and incorporated herein by reference)

4.6       Supplemental Indenture, dated as of August 29, 2000, among Oxford
          Automotive, Inc., the Subsidiary Guarantors under the Indenture and
          U.S. Bank Trust National Association relating to



<PAGE>   71


          the Indenture dated as of December 1, 1998, providing for the issuance
          of 10-1/8% Senior Subordinated Notes Due 2007, Series D (previously
          filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K
          dated September 6, 2000, and incorporated herein by reference)

4.7       Fourth Amended and Restated Credit Agreement, dated as of June 8, 2001
          among Oxford Automotive, Inc., the Borrowing Subsidiary and the
          Lenders identified therein, Citicorp USA, Inc. as Administrative Agent
          and Collateral Agent, Comerica Bank as Syndication Agent, and Credit
          Suisse First Boston as Documentation Agent (previously filed as
          Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated June
          8, 2001, and incorporated herein by reference)

10.1      Form of Director Indemnification Agreement (previously filed as
          Exhibit 10.2 to the Registrant's Registration Statement on Form S-4,
          File No. 333-32975, and incorporated herein by reference)

10.2      Employment and Noncompetition Agreement between the Company and Steven
          M. Abelman (previously filed as Exhibit 10.3 to the Registrant's
          Registration Statement on Form S-4, File No. 333-32975, and
          incorporated herein by reference)

10.3      Employment Agreement between BMG North America and Larry C. Cornwall
          (previously filed as Exhibit 10.5 to the Registrant's Registration
          Statement on Form S-4, File No. 333-32975, and incorporated herein by
          reference)

10.4      Shareholders Agreement among certain of the Shareholders of the
          Company and BMG-MI, Inc. (now known as Oxford Automotive, Inc.), dated
          October 23, 1995 (previously filed as Exhibit 10.6 to the Registrant's
          Registration Statement on Form S-4, File No. 333-32975, and
          incorporated herein by reference)

10.5      Shareholders Agreement among certain of the Shareholders of the
          Company and the Company dated January 10, 1997 (previously filed as
          Exhibit 10.7 to the Registrant's Registration Statement on Form S-4,
          File No. 333-32975, and incorporated herein by reference)

10.6      Purchase Agreement among the Registrant and the Initial Purchasers of
          the 10 1/8% Senior Subordinated Notes Due 2007, Series C, dated
          December 1, 1998 (previously filed as Exhibit 10.1 to the Registrant's
          Quarterly Report on Form 10-Q for the fiscal Quarter ended December
          31, 1998, and incorporated herein by reference)

10.7      Asset Use Agreement between Automotive Business Trust 1999-A and
          Oxford Automotriz de Mexico S.A. de C.V. dated March 31, 1999
          (previously filed as Exhibit 10.12 to the Registrant's Annual Report
          on Form 10-K for the fiscal year ended March 31, 1999, and
          incorporated herein by reference)

10.8      Guaranty of the Company in favor of Automotive Business Trust 1999-A
          dated March 31, 1999 (previously filed as Exhibit 10.13 to the
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 1999, and incorporated herein by reference)

10.9      Amendment to Employment and Noncompetition Agreement between Oxford
          Automotive, Inc. and Mr. Abelman dated as of July 1, 1999 (previously
          filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K
          for the fiscal year ended March 31, 2000, and incorporated herein by
          reference)




<PAGE>   72


10.10     Noncompetition and employment arrangement between Oxford Automotive,
          Inc. and Mr. Bukatko, effective February 1999 (previously filed as
          Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the
          fiscal year ended March 31, 2000, and incorporated herein by
          reference)

10.11     Amended and Restated Management and Consulting Agreement between
          Oxford Automotive, Inc. and The Oxford Investment Group, Inc., dated
          as of July 1, 2000 (previously filed as Exhibit 10.1 to the
          Registrant's Quarterly Report on Form 10-Q for the fiscal Quarter
          ended September 30, 2000, and incorporated herein by reference)

10.12     *Employment and Noncompetition Agreement between the Company and John
          W. Potter

12        *Statement regarding computation of ratios

21        *Subsidiaries of the Registrant