<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, 2000
                 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 1, 2000, there were outstanding 309,750 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 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 three areas: closure panels, suspension systems, and
     complex structural systems. 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 Gebr. Wackenhut GmbH
     Karosserie-und Fahrzeugfabrik ("Wackenhut"), and the automotive
     engineering, design and prototype service business ("the Technology
     Division") of Farley, Inc. described below, had occurred on April 1, 1999,
     we would have had net sales of $838.5 million and EBITDA (as defined
     herein) of $81.8 million for the fiscal year ended March 31, 2000.

          Our seven largest customers, based on pro forma net sales for the
     fiscal year ended March 31, 2000, assuming the acquisition of Wackenhut and
     the Technology Division had occurred April 1, 1999 are: General Motors
     Corporation ("GM") (27%), Ford Motor Company ("Ford") (24%),
     DaimlerChrysler AG ("DaimlerChrysler") (15%), Renault S.A. (8%), PSA
     Peugeot Citroen ("PSA") (6%), The Saturn Corporation ("Saturn") (4%) and
     Matra (3%). We have been providing products to our major customers in the
     United States for more than 50 years and the European OEM's 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 Gold Penestar, 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, 2000, approximately 68% of
     our net sales, on a pro forma basis assuming the acquisitions during the
     year occurred on April 1, 1999, 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-van, Renault's Kangoo, Megane and Espace and Mercedes C
     -Class and E-Class passenger cars. See Note 15 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 growth rate
     of 76% from $85 million for fiscal year 1996 to $809 million for the
     fiscal year ended March 31, 2000. These acquisitions have also allowed the
     Company to support our customers on a worldwide basis, with current
     facilities in the United States, Canada, Mexico, France, Germany, Italy and
     a joint venture interest in Venezuela.


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          We currently operate 28 manufacturing facilities, all of which are
     QS9000 certified, with the exception of the recently completed Ramos
     Arizpe, Mexico facility. 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 and a patented eye forming process. We also have the world-wide
     exclusive rights (outside the CIS--formerly Soviet Union) to the "MAZ"
     tapering process for our suspension applications. With the recent
     acquisition of the Technology Division, we also obtained die casting
     technology. In excess of $237.8 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 and control arms, and multiple leaf and parabolic leaf springs.

          We recently began producing the door, hood, and underbody assemblies
     for a new GM Program (Pontiac Aztec, Buick Rendezvous). The door, hood and
     underbody assemblies will be produced solely in Mexico for sale throughout
     North America. Management believes these parts will generate approximately
     $95.0 million of annual net sales beginning in the 2001 fiscal year. Other
     recent significant business awards not yet in production, together with the
     sales management believes will be generated by the awards, include:
     Chrysler RS leaf springs ($24.0 million), GMT360 control arms ($55.5
     million). GMT315 front and rear sub-frame ($28.0 million), Renault W84
     closure panels ($50.0 million), PSA 106 door and fender inner panels ($10.0
     million) General Motors SUV floor pans ($15.0 million) and Ford
     Escort/Focus Structural and apron assembly ($10.0 million). Although we
     believe these awards may generate the proposed sales, we cannot assure that
     such sales will be sustainable as the automotive industry may experience
     downturns and a decrease in customer demand for motor vehicles could
     adversely affect our sales.

     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 OEM's, European OEM's 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, OEM's 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 quality, finance,
     purchasing and human resources. This roster also includes key
     representatives from our technical headquarters, the manufacturing plant
     and

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     the client. We believe our ability, through our North American and European
     technology 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 SUV's, 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, 2000, on a pro forma
     basis assuming the acquisition of the Technology Division had occurred on
     April 1, 1999 approximately 84% of our sales in North America were derived
     from the SUV segment and in Europe, on a pro forma basis assuming the
     acquisition of Wackenhut had occurred on April 1, 1999, approximately 32%
     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 commitment to this strategy
     was demonstrated by our acquisition of the Technology Division. The
     Technology Division is a full service provider of early phase product
     design and process simulation, and is a leader in large die prototyping
     and complex welded assemblies. The Technology Division also provides
     supplemental design and engineering services to the automotive OEMs and
     Tier 1 suppliers.

          Establish a 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 Mexico, France, Germany
     and Italy and have established a presence in Venezuela.

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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 system) 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 June 28, 1999 we acquired, through a wholly owned, indirect
     subsidiary, 100% of the shares of Wackenhut. Wackenhut is a supplier of
     complex pressings, welded assemblies, complete truck cabs, cataphoretic
     coatings and finish paint applications, and operates three facilities in
     Germany located in the Nagold area near Stuttgart. Wackenhut is an
     unrestricted subsidiary under our debt agreements. Pursuant to the terms of
     the acquisition, we agreed to pay DM 1 for the Wackenhut shares, provide DM
     5 million in additional paid in capital, restructure approximately DM 63.4
     million in bank debt, and purchase approximately DM 18.6 million in bank
     and shareholder debt for DM 1. The acquisition agreement provided for the
     restructuring of Wackenhut's credit facilities and provided additional
     financing of approximately DM 16.6 million under a line of credit and up to
     DM 45.0 million to fund capital expenditures to support plant expansion and
     modernization. The purchase price plus direct cost of the acquisition has
     been allocated to the assets acquired and liabilities assumed based on
     their estimated fair market values at the date of acquisition.

          On February 16, 2000 we acquired, through two wholly-owned, indirect
     subsidiaries, the automotive engineering, design and prototype service
     business ("Technology Division") of Farley, Inc. ("Farley"). The purchase
     price for the Technology Division was $6.3 million including closing costs,
     subject to a closing date working capital adjustment, if applicable. The
     Technology Division is a full service provider of early phase product
     design as well as a leader in large die prototyping of large complex welded
     assemblies and class A panels, with special expertise in aluminum. In
     addition, it also provides design and engineering services to the
     automotive OEM's and Tier 1 suppliers.

          On April 3, 2000 we acquired through a wholly-owned indirect
     subsidiary, the Group Gessaroli business (the "Gessaroli Group") 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. 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.

                                                                               5

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     INDUSTRY TRENDS

          The OEM market to which we sell our products consists of the 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 OEM's 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 OEM's 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 OEM's supplier base, as
     those suppliers who lack the capital and production expertise to meet the
     OEM's 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 (concept to market in less than 24 months) initiated
     by GM 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 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 the Company, 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 stamping
     and metal forming industry.

     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 three areas: closure panels, suspension systems, and complex
     structural systems. 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 and reinforcements. 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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<PAGE>   7

          While we have the capability to produce small stampings, such as
     brackets and braces, we focus on more 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.

         The charts below detail our major customers and platforms as well as
     our major products:

<TABLE>
<CAPTION>

           WORLDWIDE                                         WORLDWIDE
           CUSTOMERS                                         PLATFORMS

 <S>                            <C>
     Audi                       A6, B6, C6, Bodenteil
     CAMI                       Tracker, Metro, Vitara, Swift
     DaimlerChrysler            Dakota, Cherokee, Ram pickup, Durango, Caravan/Voyager
     Fiat                       Uno. Punto, Bravo, 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
     General Motors             Corvette, Grand Prix, Tahoe, Yukon, S/T Pickup, Suburban, Astro/Safari
                                Blazer/Jimmy, Aurora, Cavalier, Seville
     Honda                      Accord/Civic
     Matra                      Espace
     Mercedes                   Ebobus, Sprinter, Turen 404, C Class SL, E Class, Unimog
     Nissan                     Micra, Villager/Quest
     Opel                       T300/Corsa, T600/Zaphnia
     PSA Peugot Citroen         Monospace, Xantia, 205, 405
     Renault                    Megane, Express, Kangoo, Master
     Saab                       9.3 Convertible, 9.5 Sedan
     Saturn                     LS, sport Coupe, GMT 315 SUV
     Toyota                     Yaris
     Volkswagon                 Golf, Passat
</TABLE>
                                                                               7


<PAGE>   8

<TABLE>
<CAPTION>
                                  PRODUCT LINES

     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 body           spring shackles/hangers, spring towers
     pillar, panel center pillar inner, rail assembly engine compartment,
     rear floor member, roof rails, toe to dash panel


     COMPLEX STAMPINGS/ASSEMBLIES                                               SUSPENSION

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

     CLASS A

     Closure panels, door assemblies, hood/bonnet, roof panels
     truck cabs

</TABLE>

          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: Pontiac
     Aztec, Buick Rendezvous ($95.0 million), Chrysler RS leaf springs ($24.0
     million), GMT360 control arms ($55.5 million), GMT315 front and rear
     sub-frame ($28.0 million), Renault W84 closure panels ($50.0 million), PSA
     106 door and fender inner panels ($10.0 million) General Motors SUV floor
     pans ($15.0 million) and Ford Escort/Focus Structural and apron assembly
     ($10.0 million) Although we believe these awards may generate the proposed
     sales, we cannot assure that such sales will be sustainable as the
     automotive industry may experience downturns and a decrease in customer
     demand for motor vehicles could adversely affect our sales.

     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 ("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
                                                                               8

<PAGE>   9

     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.

     CUSTOMERS AND MARKETING

          We supply our products on a long-term preferred and sole source basis,
     primarily to GM (27%), Ford (24%), DaimlerChrysler (15%), Renault (8%), PSA
     (6%), Saturn (4%) and Matra (3%) (percentages are approximates of net sales
     for the fiscal year ended March 31, 2000 on a pro forma basis for the
     acquisitions of Wackenhut and the Technology Division) 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 OEM's for more than 20
     years. We currently have locations in the United States, Canada, Mexico,
     France, Germany, Italy 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 the Venezuelan joint venture ("Metalcar")
     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


                                                                               9

<PAGE>   10

          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.



     RAW MATERIALS

          The cost of raw materials represented approximately 51.6% of our net
     sales for the fiscal year ended March 31, 2000 on a pro forma basis for the
     acquisitions of Wackenhut and the Technology Division. On an annual basis,
     steel represents approximately 65.0% of total raw materials purchases. We
     expect to purchase nearly 500,000 tons of steel in fiscal 2001 for use
     in our production. The remaining 35.0% 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
     wherein 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, Inc.; Magnettosre;
     Benteler A.G.; and divisions of OEMs with internal stamping and assembly
     operations. Within the leaf spring portion of our business our main
     competitor is Rassini, Inc., and in the suspension portion 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, 2000, we employed approximately 5,500 persons in the
     United States, Canada, Mexico, France and Germany, approximately 1,069 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 July 2000 through January 2005.
                                                                              10

<PAGE>   11


          In 1994, prior to our acquisition of the facility, we experienced a
     two-week work stoppage at the Chatham, Ontario facility. Other than this
     event, 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 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 are
     currently conducting certain remedial activity at our Alma plant in
     connection with this contamination, we may have claims against the refinery
     owner relating to this contamination. 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,

                                                                              11
<PAGE>   12


     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.


     FORWARD LOOKING STATEMENTS

          This report contains statements relating to such matters as
     anticipated financial performance, business prospects and other matters
     that may be construed as 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.

ITEM 2.  PROPERTIES.

          Our corporate headquarters, engineering, technical center and sales
     offices are currently located in Troy, a suburb of Detroit, Michigan, 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

                                                                              12


<PAGE>   13

     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.

          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 (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           85,000                        Elancourt (1)             37,000
                    Hillman, Michigan           6,760
                    Masury, Ohio              150,000                        Orbec                    188,000
                    Oscoda, Michigan           57,000                        St. Florent              431,000
                    Prudenville, Michigan      76,000
                    Troy, Michigan (1)         54,000           Germany      Altensteiger             301,000
                    Troy CET                   16,000
                                                                             Iselshausen              132,000
     Canada         Cambridge, Ontario        290,000                        Wolfsberg                134,000
                    Chatham, Ontario          190,000
                    Wallaceburg, Ontario      240,000        Venezuela (4)   Valencia                 122,000

     Italy          Turin (3)                 110,000
</TABLE>


          (1)  All properties above are owned, with the exception of the Silao,
               Saltillo and Ramos Arizpe facilities and the Troy office. These
               properties are leased with lease expiration dates ranging from
               August 2000 to June 2005.

                                                                              13

<PAGE>   14


          (2)  We have entered into a cross border asset usage facility for this
               location. This metal stamping and manufacturing center was
               completed in November 1999 and supports the GM hood, door and
               underbody assembly (Pontiac, Aztec and Buick Rendezvous) as well
               as other customer opportunities.
          (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.


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, 2000.

                                     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 1, 2000, there were 21 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, 2000 that were not registered under the Securities Act of 1933,
     as amended.

ITEM 6. SELECTED FINANCIAL DATA

          The following table sets forth (a) selected consolidated historical
     financial data of BMG North America Limited ("BMG" or the "Predecessor")
     for the period from April 1, 1995 through October 27, 1995, and
     (b) selected consolidated historical financial data of the Company from
     October 28, 1995 through March 31, 1996 and the years ended March 31, 1997,
     1998, 1999 and 2000. The selected consolidated historical financial data
     for period April 1, 1995 through October 27, 1995, the period October 28,
     1995 through March 31, 1996, and for the year ended March 31, 1997 was
     derived from the audited consolidated financial statements of the
     Predecessor and the Company not included herein. The selected consolidated
     historical financial data for the years ended March 31, 1998, 1999 and 2000
     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
                                             -------------------------------------------------------------------------
                                                Predecessor                                Company
                                             -------------------------------------------------------------------------
                                                4/1/95     10/28/95-
                                              10/27/95      3/31/96      3/31/97     3/31/98     3/31/99       3/31/00
                                             -------------------------------------------------------------------------
                                                                   (Dollars in thousands)
         <S>                                  <C>           <C>          <C>         <C>        <C>           <C>
         Statement of Operations Data:
         Net Sales                             $49,043      $35,572      $136,861    $410,321   $591,645      $809,065
         Gross Profit                            2,148        3,948        11,773      41,901     55,067        96,126
         Selling, General and Administrative     3,922        2,235         7,685      21,180     32,129        49,247
         Restructuring Provision                     -            -             -       1,610      1,151
         (Gain) loss on Sale of Equipment            -            -             -     (1,602)      (777)           193
         Equipment Impairment and
               Nonrecurring charges (a)              -            -           287           -         -              -
                                              -------------------------------------------------------------------------
         Operating Income (Loss)                (1,774)       1,713         3,801      20,713     22,564         46,686
         Interest Expense                        1,048        1,096         3,388      10,710     20,903         31,350
         Other Income (Expense)                      -            -         2,201         321      4,445          1,486
         Income (Loss) Before Income Taxes     (2,822)          617         2,614      10,324      6,106         16,822
         Provision (Benefit) for Income Taxes    (938)          202         1,065       4,733      2,953          9,216
                                              -------------------------------------------------------------------------
         Net Income (Loss)                    $(1,884)         $415        $1,549      $5,591     $3,153         $7,606
                                              =========================================================================


         Net Income (Loss) per share                $-        $9.10         $9.37      $13.74      $5.92         $20.29


         Balance Sheet Data (end of period):
         Cash and Cash Equivalents                  $-           $-        $9,671     $18,321    $19,008        $17,643

         Accounts Receivable                    13,312        8,338        47,626      65,273    152,281        139,912

         Inventories                             4,429        3,719        13,411      21,305     48,104         53,187

         Total Assets                           59,770       49,200       243,694     320,032    542,930        598,812

         Total Debt                             23,233       26,758        99,829     139,448    263,862        273,676

         Redeemable Preferred Stock                  -            -        39,300      40,192     40,319         40,451

         Total Shareholder Equity                9,329       935(b)         2,341       6,118        928          4,229

         OTHER DATA:
         Depreciation and amortization            $919         $687        $5,041     $20,279    $25,450        $31,971
         Capital Expenditures                    5,111        3,466         3,326      16,723     33,625         37,843

         EBITDA (c)                             $(855)       $2,400       $11,043     $40,654    $51,818        $80,210

         Gross Margin (d)                        4.38%       11.10%         8.60%      10.21%      9.31%         11.88%
</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)  The reduction in equity of $8.4 million from October 27, 1995 to
             March 31, 1996, is primarily a result of the elimination of the
             Predecessor's equity as a part of the purchase accounting
             adjustments made upon the acquisition of the Predecessor on
             October 27, 1995.
        (c)  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.
        (d)  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, 2000 includes the complete
     results of operations for Lobdell Emery Corporation ("Lobdell"), which was
     acquired on January 10, 1997, Howell Industries, Inc. ("Howell"), which was
     acquired on August 13, 1997, RPI Holdings, Inc. ("RPIH"), which was
     acquired on November 25, 1997, the suspension division of Eaton Corporation
     (the "Suspension Division"), which was acquired on April 1, 1998, and
     Cofimeta S.A. and its subsudiaries ("Cofimeta"), which was acquired on
     February 5, 1999. The historical information for the fiscal year ended
     March 31, 2000 includes only a portion of the operating results of
     Wackenhut and the Technology Division, acquired June 28, 1999 and February
     16, 2000, respectively. 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 and does not include the operating results of
     Wackenhut or the Technology Division. The historical information for the
     fiscal year ended March 31, 1998 includes only a portion of the results of
     operations for Howell and RPIH, and does not include the operating results
     of the Suspension Division.

        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 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, 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 11.8% 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 the 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
     Companies policy, these costs were expensed as originally purchased and a
     portion of the expense was reversed.

                                                                              16

<PAGE>   17

          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 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.

          Operating Income -- Income from operations was $46.7 million or 5.8%
     of net sales for the year ended March 31, 2000 as compared to $22.6 million
     or 3.8% of net sales for the year ended March 31, 1999. For fiscal 2000,
     operating income benefited from acquisitions completed during the year. The
     increase is also a result of operating income related to gross margin
     improvements through fixed cost reduction and manufacturing process
     improvements, offset by SG&A spending as explained above.


          Other Income - Other income for the year ended March 31, 1999 was $1.5
     million or 0.2% of net sales compared to other income of $4.4 million or
     0.7% of net sales for the year ended March 31, 1999. The decrease was due
     primarily to the inclusion in the March 31, 1999 year-end of other income
     related to the sale of marketable securities held for strategic purposes.

          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.

     FISCAL YEAR ENDED MARCH 31, 1999 COMPARED TO FISCAL YEAR ENDED MARCH 31,
         1998

          Net Sales -- Net sales for the year ended March 31, 1999 were $591.6
     million. This represents an increase of $181.3 million as compared to net
     sales for the fiscal year ended March 31, 1998 of $410.3 million. Net sales
     for the fiscal year ended March 31, 1998 included net sales of Howell only
     from the acquisition date of August 13, 1997 through March 31, 1998 and net
     sales of RPIH only from the acquisition date of November 25, 1997 through
     March 31, 1998. The increase for the year was due principally from the
     incremental sales for Howell and RPIH as well as the acquisitions of the
     Suspension Division and Cofimeta ($197.9 million). Net sales also increased
     as a result of the strength of light truck and sport utility vehicle
     production, specifically the T300 and F Series platforms and C/K door
     volumes. Sales increases were offset during the year by the effect of the
     GM strike ($12.7 million), the delayed launch of the WIN126 platform ($4.3
     million), and the discontinuation of certain customer platforms. On a pro
     forma basis, had the net sales from all acquisitions been included for the
     entire fiscal 1999, net sales would have been $772.9 million.

          Gross Profit -- Gross profit was $55.1 million or 9.3% of net sales
     for the year ended March 31, 1999 as compared to $41.9 million or 10.2% of
     net sales for the year ended March 31, 1998. This represents an increase of
     $13.2 million as compared to the prior year. The gross profit increase is
     related to the incremental sales resulting
                                                                              17

<PAGE>   18


     from the acquisitions, combined with operating improvements made
     throughout the year on existing as well as acquired sales. Gross Profit was
     unfavorably impacted by the GM strike ($5.2 million), the delay in the
     WIN126 launch ($1.6 million), and the reduction in steel scrap resale
     prices ($4.8 million). Gross Profit was adversely impacted by investments
     made for program launches (closure panels and rear underbody components for
     a new platform in Mexico, Saturn LS, WIN126) and by investments made for
     capacity rationalization. Continued efforts are being made through plant
     and capacity rationalization and maximization of asset utilization to
     improve the overall performance of operations.

          Selling, General and Administrative Expenses ("SG&A") -- SG&A expenses
     were $32.1 million or 5.4% of net sales as compared to $21.8 million or
     5.3% for the year ended March 31, 1998. The increase as a percentage of net
     sales is primarily due to the support of program launches (CAMI, Saturn and
     Ford) as well as the resources necessary to support the newly awarded
     programs for General Motors (closure panels and rear underbody components
     for a new platform to be assembled solely in Mexico and chassis components
     for the North American production of global platforms).

          Operating Income -- Income from operations was $21.9 million or 3.7%
     of net sales for the year ended March 31, 1999 as compared to $20.1 million
     or 4.9% of net sales for the year ended March 31, 1998. For fiscal 1999,
     operating income benefited from the growth in the light truck and SUV
     programs as well as acquisitions completed during the year. The decrease in
     operating margin reflects the effects mentioned above (GM strike, WIN126
     launch delay, scrap resale price reductions) as well as the effects of
     restructuring provisions.

          Other Income - Other income for the year ended March 31, 1999 was $4.4
     million or 0.7% of net sales compared to other income of $0.3 million or
     0.1% of net sales for the year ended March 31, 1998. The increase was due
     primarily to the sale of marketable securities held for strategic purposes
     and income from the joint venture interest in Metalcar.

          Interest Expense - The increase in expense of $10.2 million was due
     primarily to the issuance of the $35.0 million of 10 1/8% Senior
     Subordinated Notes Due 2007, Series B (the "Series B Notes") on April 1,
     1998, and the issuance of the Series C Notes on December 8, 1998. The
     Series B Notes and Series C Notes represent incremental borrowings issued
     at effective interest rates of approximately 9.25% and 9.685% respectively.
     The balance of the increase can be attributed to the impact of the General
     Motors strike on operating cash flow and the interim financing of customer
     tooling for current program launches.

          Income Tax -- Income tax expense was $2.3 million for the period ended
     March 31, 1999 as compared to $4.1 million for the year ended March 31,
     1998. The decreased income tax of $1.8 million is a result of the reduction
     of income as explained previously.

          Net Income - Due to the foregoing, net income was $3.2 million or 0.5%
     of net sales for the year ended March 31, 1999 as compared to $5.6 million
     or 1.4% of net sales for the year ended March 31, 1998.

     LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

               Net income adjusted for non-cash charges generated approximately
     $38.0 million of cash for the year ended March 31, 2000. Cash increased
     during the period based on a net change in working capital items of $58.2
     million. The increase in cash was offset by an increase in prepaid expenses
     and other current assets $21.5 million, reimbursable tooling $6.6 million,
     a decrease in restructuring reserve of $4.3 million and an overall increase
     in refundable taxes, non current assets and accrued expenses $9.6. During
     the year, the Company used

                                                                              18

<PAGE>   19



     approximately $9.1 million for investing activities, including the
     acquisitions of the Wackenhut and the Technology Division.

          On May 14, 1999, we entered into an amended and restated credit
     agreement with NBD Bank, on behalf of itself and as agent for a syndicate
     of other lenders, providing for a $35.0 million revolving credit facility
     to finance customer tooling, a $30.0 million term loan and a $110.0 million
     revolving credit facility (the "Senior Credit Facility"). At March 31,
     2000, we had $28.5 million outstanding under the term loan, $0.1 million
     outstanding under the working capital revolver, no borrowings under the
     tooling revolver and $3.2 million in outstanding letters of credit to
     support workers compensation commitments. Approximately $141.7 million
     was available under the revolver at March 31, 2000, reduced for the effect
     of the Letters of Credit, including $35.0 million available under the
     revolver for customer tooling. At June 1, 2000 we had approximately $80.8
     million available under the Senior Credit Facility. The obligations under
     the 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.

          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 were $37.8 million, or 4.7% of
     net sales for the year ending March 31, 2000 as compared to $33.6 million,
     or 5.7% of net sales for the year ended March 31, 1999. The increase of
     $4.2 million was due primarily to other capital expenditures related to
     press equipment and rebuilds, safety and maintenance equipment, automation
     and other productivity improvement expenditures, and other items including
     computers and welding equipment.

          For fiscal 2001, our capital expenditures are expected to be $53.9
     million, consisting of a $32.8 million investment to support new business
     and increase capacity, $9.0 million for maintenance, rebuilds and
     improvements, and $12.1 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.

     RAMOS ARIZPE - MEXICO FACILITY

          On March 31, 1999 we entered into a cross-border asset usage facility
     through a wholly-owned Mexican subsidiary for the acquisition of new
     equipment for and construction of our new facility in Ramos Arizpe, Mexico.
     Under U.S. Generally Accepted Accounting Principles, this transaction is
     classified as an operating lease. The approximately 330,000 sq. ft.
     facility supports a GM hood, door and underbody assembly program (SUV/
     Hybrid vehicle), that began production in May 2000. The program is expected
     to generate approximately $95.0 million of sales when in full production.
     We were awarded substantially all closure panels and

                                                                              19

<PAGE>   20
     rear underbody components for the program. Plant rationalization has
     allowed for the transfer of equipment already owned to the facility. The
     lease payments for the facility will be approximately $7.0 million per
     year. The award of the program is in line with our expected growth into
     Mexico and is seen as key to our future success in that country.

     YEAR 2000

         We did not experience any significant disruptions to our business as a
     result of the conversion to the year 2000. We spent approximately $1.4
     million on external costs and approximately $2.9 million in capital
     expenditures, to support our year 2000 project.

         While it is possible that the Company or some of its major suppliers
     may not yet be aware of some Y2K issues and the related implications, we
     believe the identification of such issues to be unlikely. The financial
     impact of any unknown issues has not and cannot be estimated by management.


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.

          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, 2000. 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, 2000. 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.

                                                                              20

<PAGE>   21




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

               Not applicable.

                                    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               48    Chairman of the Board of Directors
     Rex E. Schlaybaugh, Jr      51    Vice Chairman of the Board of Directors and
                                       Secretary
     Steven M. Abelman           49    Director, President and Chief Executive
                                       Officer
     Manfred J. Walt             47    Director
     Dennis K. Pawley            58    Director
     Aurelian Bukatko            49    Senior Vice President-Chief Financial Officer
     Larry C. Cornwall           52    Executive Vice President
     John H. Ferguson            52    Vice President-Financial Operations and
                                       Assistant Secretary
</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.

          Steven M. Abelman, Director, President and Chief Executive Officer.
     Mr. Abelman has been President, Chief Executive Officer and a Director of
     Oxford Automotive since May 1997. Prior to joining Oxford Automotive, Mr.
     Abelman was Deputy Chief Executive Officer of Bundy International and
     President of Bundy North America ("Bundy"), an automotive supplier of brake
     and fuel delivery systems, from February 1996 until May 1997 and prior to
     that he was President of Bundy North America from September 1995 until
     February 1996. From December 1991 to September 1995, Mr. Abelman was Vice
     President and General Manager of Augat Wiring Systems, a manufacturer of
     automotive wiring systems and components.

                                                                              21


<PAGE>   22


          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. 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. and Balanced Care
     Corporation, a public 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 has been the President and Chief
     Operating Officer of Performance Learning, a consulting company located in
     Las Vegas, Nevada, since February 1999. From 1991 to 1998, Mr. Pawley
     served as the Executive Vice President of Manufacturing for DaimlerChrysler
     in Auburn Hills, Michigan.

          Aurelian Bukatko, Senior Vice President-Chief Financial Officer. Mr.
     Bukatko has been Senior Vice President-Chief Financial Officer of Oxford
     Automotive since February 1999. 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 May 1997 to June 1999, Mr. Cornwall was the
     Vice President-Sales and Engineering of Oxford Automotive. From October
     1995 to May 1997, Mr. Cornwall was the Senior Vice President-Sales and
     Engineering at BMG. From 1991 to 1995, Mr. Cornwall was Vice President of
     Sales and Engineering at Veltri International, an automotive stamper.

          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.

          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
     Abelman. 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 and Walt. 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

                                                                              22


<PAGE>   23


     other factors, such as length of service and subjective assessments. The
     Compensation Committee consists of Messrs. Isakow and Walt.

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.

<TABLE>
<CAPTION>
                                                      Summary Compensation Table

                                                             Annual Compensation
                                                      --------------------------

  <S>                                  <C>                <C>                    <C>                       <C>
        Name and Principal                                                                          All Other Compensation (1)

              Position                 Year               Salary ($)               Bonus ($)                   ($)
     Steven M. Abelman,                2000                320,833                 121,680                    2,594
     President and CEO (2)             1999                291,669                  74,500                    2,687
                                       1998                230,769                 150,000                      937

     Larry C. Cornwall,                2000                250,625                  60,060                    1,975
     Executive Vice President-         1999                199,583                  37,500                    2,069
                                       1998                161,846                  68,000                    2,354

     Aurelian Bukatko, Senior          2000                200,000                  46,800                    1,500
     Vice President and CFO (3)        1999                    -                       -                        -
                                       1998                    -                       -                        -

     Selwyn Isakow,                    2000                158,333                  84,240                      -
     Chairman (4)                      1999                108,333                  37,500                      -
                                       1998                 95,577                 101,250                      -

     Rex E. Schlaybaugh, Jr.,          2000                158,333                  84,240                      -
     Vice Chairman                     1999                150,000                  37,500                      -
                                       1998                138,462                 101,250                      -
</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 was appointed President and Chief Executive Officer
               in May 1997. See "-Employment Agreements."
          (3)  Mr. Bukatko was appointed Senior Vice President-Chief Financial
               Officer of Oxford Automotive in 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.
          (4)  Mr. Isakow was the President of the Company from its inception
               until May 1997, for which he did not receive any compensation
               from the Company. Steven M. Abelman was appointed President and
               Chief Executive Officer in May 1997. Mr. Isakow received
               compensation during the last three fiscal years in connection
               with his position as Chairman of the Board of the Company.


                                                                              23


<PAGE>   24
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,
subject to certain exceptions if there has been a change of control of Oxford
Automotive prior to such termination. Upon the termination of his employment
without cause, Mr. Abelman is entitled to severance payments equal to 1.5 times
his annual base salary.

         On November 24, 1995, BMG and Larry C. Cornwall entered into an
Employment Agreement. The agreement provides that Mr. Cornwall will serve as an
executive officer of BMG on an "at-will" basis. Mr. Cornwall has subsequently
been appointed to his present position with 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 of BMG, 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."

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 members are Selwyn
Isakow and Manfred Walt, 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)
unless the transaction is arm's length and, if the transaction involves amounts
in excess of $1


                                                                              24
<PAGE>   25
     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 a management 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 $83,334 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, 2001, 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, 2000, we paid Oxford Investment
     management fees and expenses of approximately $1.065 million, and
     investment banking fees of $899,000.

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

         As of June 1, 2000, there were 309,750 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 1, 2000 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.

<TABLE>
<CAPTION>

                                                                              NUMBER OF        PERCENT
                 NAME AND ADDRESS OF BENEFICIAL OWNER                           SHARES         OF CLASS
                 ------------------------------------                           ------         --------
<S>                                                                        <C>             <C>
                 Selwyn  Isakow  (1) (3). . . . . . . . . . . . . . . . .     164,584          53.13%
                 40900 Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 --------------------------------------------------------- --------------- ----------------
                 Rex E. Schlaybaugh, Jr . . . . . . . . . . . . . . . . .      20,900           6.75%
                 40900 Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 --------------------------------------------------------- --------------- ----------------
                 Steven M. Abelman (2). . . . . . . . . . . . . . . . . .      12,326           3.98%
                 --------------------------------------------------------- --------------- ----------------
                 Manfred J. Walt. . . . . . . . . . . . . . . . . . . . .       2,300           0.74%
                 175 Bloor St., E., S. Tower, Suite 601
                 Toronto, Ontario, Canada  M4W 3R8
                 --------------------------------------------------------- --------------- ----------------
                 Dennis K. Pawley                                               N/A              N/A
                 7000 Las Vegas Blvd. N.
                 Las Vegas, Nevada 89115
                 --------------------------------------------------------- --------------- ----------------
                 Aurelian Bukatko (3). . . . . . . . . . . . . . . . . . .      3,000           0.97%
                 --------------------------------------------------------- --------------- ----------------
                 Larry C. Cornwall . . . . . . . . . . . . . . . . . . . .      7,000           2.26%
                 --------------------------------------------------------- --------------- ----------------
                 Robert H. Orley . . . . . . . . . . . . . . . . . . . . .     20,600           6.65%
                 40900 Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 --------------------------------------------------------- --------------- ----------------
</TABLE>

                                                                              25
<PAGE>   26

<TABLE>

                 --------------------------------------------------------- --------------- ----------------
<S>                                                                        <C>             <C>
                 Gregg L. Orley. . . . . . . . . . . . . . . . . . . . . .     20,600           6.65%
                 40900 Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 --------------------------------------------------------- --------------- ----------------
                 All directors and officers as a group (8 persons) (1)(2)     215,610          69.61%
</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 46,540
                         outstanding shares of Common Stock.

                 (2)     Mr. Abelman's Employment and Noncompetition Agreement
                         with Oxford Automotive provides Oxford Automotive or
                         its assigns with the right to repurchase his shares of
                         Common Stock if his employment is terminated for any
                         reason.

                 (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 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.

         As of March 31, 1997, Mr. Abelman issued a note to the Company in
     connection with his acquisition of shares of the Common Stock. The
     principal amount of the note was $130,000 and the note bears interest at
     the prime rate plus 1.0%, which rate is adjusted on March 31 of each year
     to reflect the then current prime rate. Principal and interest on the note
     is payable in equal annual installments with interest on the unpaid
     principal, with the final payment due May 31, 2002. As of March 31, 2000
     the principal amount outstanding of the note was $78,000.

                                                                              26
<PAGE>   27


          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 agreed to provide consulting services to us for
     the period from February 1999 - April 2001. As compensation for such
     consulting services we paid Performance Learning $225,370 during fiscal
     2000. We pay 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 changes, 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.

     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, 2000:

         (i) Report on Form 8-K, dated February 16, 2000, was filed by the
     Company on March 1, 2000; such report contained information under Item 2
     with respect to the acquisition of the Technology Division.

                                                                              27
<PAGE>   28
                            OXFORD AUTOMOTIVE, INC.

                         INDEX TO FINANCIAL STATEMENTS
                                      AND
                         FINANCIAL STATEMENT SCHEDULES


<TABLE>
<CAPTION>
Description                                                                      Page

<S>                                                                              <C>
Report of Independent Accountants............................................    F-2

Consolidated Balance Sheets as of March 31, 2000 and 1999....................    F-3

Consolidated Statements of Operations for the years ended March 31, 2000,
 1999 and 1998...............................................................    F-4

Consolidated Statements of Comprehensive Income and Changes in Shareholders'
 Equity for the years ended March 31, 2000, 1999 and 1998....................    F-5

Consolidated Statements of Cash Flows for the years ended March 31, 2000,
 1999 and 1998...............................................................    F-6

Notes to Consolidated Financial Statements...................................    F-7
</TABLE>

Financial Statement Schedules:

                     II - Valuation and Qualifying Accounts


                                      F-1
<PAGE>   29


                        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 and changes in
shareholders' equity 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, 2000 and 1999 and the results of their operations and
their cash flows for each of the three years in the period ended March 31, 1998
in conformity with accounting principles generally accepted in the United
States. In addition, in our opinion, the financial statement schedules listed in
the accompanying index present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statements schedules 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 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 the opinion expressed above.



PricewaterhouseCoopers LLP
Detroit, Michigan
June 9, 2000


                                      F-2
<PAGE>   30
OXFORD AUTOMOTIVE, INC.

CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                 MARCH 31,
                                                                                            2000            1999
<S>                                                                                      <C>           <C>
ASSETS
Current assets
   Cash and cash equivalents                                                             $    17,643   $    19,008
   Trade receivables, net                                                                    139,912       152,281
   Inventories                                                                                53,187        48,104
   Refundable income taxes                                                                     2,027
   Reimbursable tooling                                                                       25,038        23,201
   Deferred income taxes                                                                       2,374         3,669
   Prepaid expenses and other current assets                                                  38,228        18,225
                                                                                         -----------   -----------
     Total current assets                                                                    278,409       264,488
Other noncurrent assets                                                                       34,876        29,677
Deferred income taxes                                                                         34,278        25,366
Property, plant and equipment, net                                                           251,249       223,399
                                                                                         -----------   -----------

     TOTAL ASSETS                                                                        $   598,812   $   542,930
                                                                                         ===========   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Trade accounts payable                                                                $   144,701   $   109,343
   Accrued expenses and other current liabilities                                             59,529        54,444
   Restructuring reserve                                                                       4,089         8,747
   Current portion of borrowings                                                              11,055        11,504
                                                                                         -----------   -----------
     Total current liabilities                                                               219,374       184,038
Pension liability                                                                              9,601         7,069
Postretirement medical benefits liability                                                     46,953        42,703
Deferred income taxes                                                                          7,294        11,867
Other noncurrent liabilities                                                                   8,289         3,648
Long-term borrowings - less current portion                                                  262,621       252,358
                                                                                         -----------   -----------
     Total liabilities                                                                       554,132       501,683
                                                                                         -----------   -----------
Commitments and contingent liabilities (Note 14)
Redeemable Series A $3.00 cumulative preferred stock, $100
 stated value - 457,541 shares authorized, 397,539 shares
 issued and outstanding in 2000 and 1999 (Notes 3 and 12)                                     40,451        40,319
                                                                                         -----------   -----------
Shareholders' equity
   Common stock, no par value, 400,000 shares authorized; 309,750
    shares issued and outstanding at March 31, 2000 and 1999                                   1,050         1,050
   Accumulated other comprehensive income                                                     (9,690)       (6,705)
   Retained earnings                                                                          12,869         6,583
                                                                                         -----------   -----------
     Total shareholders' equity                                                                4,229           928

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                          $   598,812   $   542,930
                                                                                         ===========   ===========
</TABLE>


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


                                      F-3
<PAGE>   31

OXFORD AUTOMOTIVE, INC.

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

<TABLE>
<CAPTION>

                                                                                  YEAR ENDED MARCH 31,
                                                                     ----------------------------------------------
                                                                        2000              1999             1998
<S>                                                                  <C>              <C>               <C>
Net sales                                                            $   809,065      $   591,645       $   410,321
Cost of sales                                                            712,939          536,578           368,420
                                                                     -----------      -----------       -----------
   GROSS PROFIT                                                           96,126           55,067            41,901

Selling, general and administrative                                       49,247           32,129            21,180
Restructuring provision                                                                     1,151             1,610
(Gain) Loss on sale of equipment                                             193             (777)           (1,602)
                                                                     -----------      -----------       ------------
   OPERATING INCOME                                                       46,686           22,564            20,713

Other income (expense)
   Interest expense                                                      (31,350)         (20,903)          (10,710)
   Other                                                                   1,486            4,445               321
                                                                     -----------      -----------       -----------
INCOME BEFORE PROVISION FOR INCOME TAXES                                  16,822            6,106            10,324
Provision for income taxes                                                (9,216)          (2,953)           (4,733)
                                                                     -----------      -----------       ------------
NET INCOME                                                                 7,606            3,153             5,591

Accrued dividends and accretion on
 redeemable preferred stock                                                1,320            1,320             1,334
                                                                     -----------      -----------       -----------

NET INCOME APPLICABLE TO COMMON STOCK                                $     6,286      $     1,833       $     4,257
                                                                     ===========      ===========       ===========

NET INCOME PER SHARE (BASIC AND DILUTED)                             $     20.29      $      5.92       $     13.74
                                                                     ===========      ===========       ===========
</TABLE>


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


                                      F-4
<PAGE>   32

OXFORD AUTOMOTIVE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN
SHAREHOLDERS' EQUITY
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                        ACCUMULATED
                                                                           OTHER
                                                          CAPITAL      COMPREHENSIVE       RETAINED
                                                           STOCK          INCOME           EARNINGS       TOTAL
<S>                                                     <C>            <C>                <C>          <C>
BALANCES AT MARCH 31, 1997                                  1,050            (281)            1,572        2,341
Comprehensive income
    Net income                                                                                5,591        5,591
    Foreign currency translation adjustments                                 (623)                          (623)
    Unrealized gain on marketable securities                                  969                            969
    Equity adjustment for minimum pension
     liability (net of tax of $169)                                           253                            253
                                                                                                        --------
    Comprehensive income                                                                                   6,190
Accrued dividends and accretion of
 redeemable preferred stock                                                                  (1,334)      (1,334)
Excess of purchase price over predecessor
 basis                                                                                       (1,079)      (1,079)
                                                        ---------        --------         ---------     --------
BALANCES AT MARCH 31, 1998                                  1,050             318             4,750        6,118
Comprehensive income
    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 income                                                                                  (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
    Net income                                                                                7,606        7,606
    Foreign currency translation adjustments                               (2,985)                        (2,985)
                                                                                                        --------
    Comprehensive income                                                                                   2,401
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
                                                        =========       ========          =========     ========
</TABLE>

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


                                      F-5
<PAGE>   33

OXFORD AUTOMOTIVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS, except share-related data)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                   YEAR ENDED MARCH 31,
                                                                      ---------------------------------------------
                                                                        2000              1999             1998

<S>                                                                  <C>              <C>               <C>
OPERATING ACTIVITIES
Net income                                                           $     7,606      $     3,153       $     5,591
Adjustments to reconcile net income to net cash
 provided by (used in) operating activities
   Depreciation and amortization                                          32,038           25,450            20,279
   Deferred income taxes                                                  (1,853)          (7,963)              137
   (Gain) loss on sale of equipment                                          181             (777)           (1,586)
   Gain on sale of marketable securities                                                   (3,459)
   Changes in operating assets and liabilities affecting cash
     Trade receivables                                                    18,290          (38,692)           (4,615)
     Inventories                                                             747           (2,718)            1,496
     Reimbursable tooling                                                 (6,580)          (4,502)           (7,368)
     Prepaid expenses and other assets                                   (21,510)           4,250               569
     Other noncurrent assets                                              (5,614)          (4,139)             (836)
     Trade accounts payable                                               34,267           28,971            11,416
     Accrued expenses and other liabilities                               (1,961)           6,533            (2,997)
     Restructuring reserve                                                (4,332)          (7,051)             (745)
     Income taxes payable/(refundable)                                    (2,027)           1,601             2,914
     Other noncurrent liabilities                                          4,936            5,087             1,731
                                                                     -----------      -----------       -----------
       NET CASH PROVIDED BY OPERATING ACTIVITIES                          54,188            5,744            25,986
                                                                     -----------      -----------       -----------
INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired                              (9,117)         (75,080)          (24,219)
Purchase of property, plant and equipment                                (37,843)         (33,625)          (16,723)
Proceeds from sale of equipment                                            3,986            1,550             5,433
Purchases of marketable securities                                                           (892)           (7,658)
Proceeds from sale of marketable securities                                                12,009
                                                                     -----------      -----------       -----------
     NET CASH USED IN INVESTING ACTIVITIES                               (42,974)         (96,038)          (43,167)
                                                                     -----------      -----------       -----------
FINANCING ACTIVITIES
Proceeds from borrowing arrangements                                           -          108,544           126,653
Principal payments on borrowing arrangements                             (10,042)         (10,161)          (93,782)
Payment of preferred stock dividends                                      (1,192)          (1,194)           (1,193)
Debt financing costs                                                        (378)          (5,195)           (5,372)
                                                                     ------------     ------------      -----------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                 (11,612)          91,994            26,306
                                                                     ------------     -----------       -----------
Effect of exchange rate changes on cash                                     (967)          (1,013)             (475)
                                                                     -----------      -----------       -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      (1,365)             687             8,650
Cash and cash equivalents at beginning of period                          19,008           18,321             9,671
                                                                     -----------      -----------       -----------

Cash and cash equivalents at end of period                           $    17,643      $    19,008       $    18,321
                                                                     ===========      ===========       ===========

Cash paid for interest                                               $    28,926      $    19,583       $     7,338
                                                                     ===========      ===========       ===========

Cash paid for income taxes                                           $    12,140      $     2,900       $     4,670
                                                                     ===========      ===========       ===========
</TABLE>


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


                                      F-6
<PAGE>   34

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, France, Germany and Mexico. The Company's hourly workforce is
       represented by various unions.

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

<TABLE>
<CAPTION>

                                                       YEAR ENDED MARCH 31,
                                                    --------------------------
                                                    2000       1999       1998
<S>                                                 <C>        <C>        <C>
       General Motors Corporation                    32%        47%        54%
       Ford Motor Company                            25%        35%        31%
       DaimlerChrysler AG                            16%        13%         9%
</TABLE>

       Accounts receivable from General Motors Corporation, Ford Motor Company
       and DaimlerChrysler AG represent approximately 27%, 21% and 20%
       respectively, of the March 31, 2000 accounts receivable balance.

       Although the Company is directly affected by the economic well being of
       the automotive industry and customers referred to above, management does
       not believe significant credit risk exists at March 31, 2000. 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.

  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 (Oxford France); 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). 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>   35

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, 2000 and 1999, 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, 2000 and 1999 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 $189,500 at March 31, 2000. The Company had no outstanding
       forward foreign currency exchange contracts at March 31, 2000.

       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 of product to the
       customer.

       INVENTORIES
       Inventories are stated at the lower of cost or market. Cost is
       principally determined by the last-in, first-out (LIFO) method for the
       Company's United States operations and by the first-in first-out (FIFO)
       method for the Company's international operations.

       MANUFACTURING SUPPLIES
       Maintenance, Repair and Other (MRO) material used in the manufacturing
       process is 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 $6 million of revenue at March 31, 2000 over the life of the
       contract as the supplies are consumed 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
       upon acceptance of the tooling by the customer. Certain of the Company's
       tooling costs are financed through lending institutions and are
       reimbursed by customers on a piece price basis. These tooling assets are
       classified as either accounts receivable ($719 and $1,551 at March 31,
       2000 and 1999, respectively) or equipment depending upon the ultimate
       title holder of the tooling assets.







                                      F-8
<PAGE>   36

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:

                                                                YEARS

       Land improvements                                         15
       Buildings and improvements                               30-40
       Machinery and equipment                                  3-20

       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.

       MARKETABLE SECURITIES
       Marketable securities at March 31, 1998, mainly composed of equity
       securities, are classified as available-for-sale securities and are
       reported at fair value using quoted market prices. Unrealized holding
       gains and losses are included as a separate component of shareholders'
       equity until realized. During fiscal year 1999 the Company sold its
       marketable securities, recognizing a gain before taxes of $3,459.

       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, 2000,
       this investment, classified in other noncurrent assets, is carried at
       $6,214 compared with underlying equity in net assets of $4,083. The
       difference between these amounts is amortized over 40 years. Income
       recognized in fiscal year 2000 amounted to $298, net of taxes. Cash
       dividends received from Metalcar 1999 were $490. There were no dividends
       paid during 2000.


                                      F-9
<PAGE>   37

OXFORD AUTOMOTIVE, INC.

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

  2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


       GOODWILL
       Goodwill 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.

       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 bases for income tax
       purposes of assets and liabilities.

       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 Europe, Oxford France and Wackenhut, 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

       The Company adopted Statement of Position (SOP) 98-1, "Accounting for the
       Costs of Computer Software Developed or Obtained for Internal Use" during
       1999. The SOP requires that the following costs be capitalized as a
       long-lived asset: external direct costs incurred in developing or
       obtaining internal-use software; payroll and related costs for employees
       who are directly associated with the internal-use software project (to
       the extent of their time spent directly on the project); and interest
       costs incurred in developing software for internal use. The proposed SOP
       also provides that training costs included in the purchase price of
       computer software be expensed as incurred. During fiscal year 2000 and
       1999, the Company capitalized $132 and $300 respectively of internal
       costs in accordance with this statement that previously would have been
       expensed.

       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

                                      F-10
<PAGE>   38

OXFORD AUTOMOTIVE, INC.

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


       15, 2000. Accordingly, the Company plans to adopt Statement No. 133
       beginning with the Fiscal Year ended March 31, 2001. Implementation of
       this Statement is not expected to have a material impact on the Company's
       result of operations.

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

  3.   ACQUISITIONS

       On August 13, 1997, the Company acquired all of the outstanding common
       stock of Howell for approximately $23,700 in cash, including acquisition
       costs. The acquisition was financed through the proceeds of the
       subordinated notes described in Note 8. 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 Howell's operating results have
       been included with those of the Company since the date of acquisition.

       On November 25, 1997, Oxford purchased all of the outstanding common
       stock of RPIH for $2,500 in cash. The acquisition was financed through
       the proceeds of the senior subordinated notes described in Note 8. The
       acquisition has been recorded in accordance with the purchase method of
       accounting. Accordingly, the purchase price has been allocated to the
       assets acquired and liabilities assumed based on their estimated fair
       values at the date of acquisition. RPIH's operating results have been
       included with those of the Company since the date of acquisition.

       The majority shareholder of Oxford was also the majority shareholder of
       RPIH. The excess of purchase price over predecessor basis is a result of
       the common ownership by the majority shareholder of Oxford and represents
       the portion of the fair value of the net assets acquired in excess of
       their book value, multiplied by the majority shareholder's ownership
       percentage in RPIH. The Company has recorded this amount as a deduction
       from retained earnings in the accompanying statement of comprehensive
       income and changes in shareholders' equity.

       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 8, 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.

       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 million 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 8. 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

                                      F-11
<PAGE>   39

OXFORD AUTOMOTIVE, INC.

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

  3.   ACQUISITIONS (CONTINUED)

       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. 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
       (US$2,642) in subordinated debt and additional paid in capital,
       restructure approximately DM 63.4 million (US$33,500) in bank debt, and
       purchase approximately DM 18.6 million (US$9,800) 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 ($2,778) 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.

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

<TABLE>

<S>                                                              <C>
       Current assets                                            $     14,126
       Noncurrent assets                                                  211
       Property, plant and equipment                                   23,002
       Deferred tax asset                                               6,586
       Current liabilities                                            (10,566)
       Long-term liabilities                                          (30,581)
                                                                 ------------

                                                                 $      2,778
                                                                 ============
</TABLE>


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. The acquisition of the Technology Division was financed
from the Company's available working capital. The Technology Division is a full
service provider of early phase product design as well as a leader in large die
prototyping and complex weld assemblies. The division also provides supplemental
design and engineering services to the automotive OEM's and Tier 1 suppliers.
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

                                      F-12
<PAGE>   40
  OXFORD AUTOMOTIVE, INC.

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

  3.   ACQUISITIONS (CONTINUED)

       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.

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

<TABLE>

<S>                                                                   <C>
       Current assets                                                 $        3,234
       Other noncurrent assets                                                    29
       Goodwill                                                                  594
       Property, plant and equipment                                           4,848
       Deferred tax asset                                                        320
       Current liabilities                                                    (2,523)
       Long-term liabilities                                                    (163)
                                                                      ---------------

                                                                      $        6,339
                                                                      ===============
</TABLE>


       The following unaudited pro forma combined results of operations of the
       Company have been prepared as if the acquisitions of Howell, RPIH,
       Suspension, and Cofimeta, Wackenhut and the Technology Division had
       occurred at the beginning of fiscal 2000 and 1999. The pro forma
       information is not intended to be a projection of future results.
<TABLE>
<CAPTION>

                                                                                          YEAR ENDED MARCH 31,
                                                                                         ----------------------
                                                                                          2000             1999
                                                                                               (UNAUDITED)

<S>                                                                                 <C>              <C>
       Net sales                                                                    $     838,516    $     844,054
       Net income (loss)                                                            $       6,493    $       3,868
       Net income (loss) applicable to common shares                                $       20.96    $       12.48
       Net income (loss) per common share                                           $       20.96    $       12.48
</TABLE>

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



                                      F-13
<PAGE>   41

  OXFORD AUTOMOTIVE, INC.

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

  4.   ACCOUNTS RECEIVABLE

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


                                                                                        2000              1999

<S>                                                                                 <C>              <C>
       Trade receivables                                                            $     144,734    $      156,787
       Less - allowance                                                                    (4,822)           (4,506)
                                                                                    --------------   ---------------

       Trade receivables, net                                                       $     139,912    $      152,281
                                                                                    =============    ==============
</TABLE>

       Oxford France sells accounts receivable to various financial institutions
       for which it surrenders control. The balance of account receivables
       transferred that remained uncollected was approximately $39,589 and
       $40,810 respectively at March 31, 2000 and 1999. In addition, included in
       prepaid assets and accounts receivable respectively, are retention
       amounts and amounts factored but not yet financed for approximately $
       4,222 and $23,132 respectively at March 31, 2000 and 1999.

  5.   INVENTORIES

       Inventories are comprised of the following at March 31:
<TABLE>
<CAPTION>


                                                                                        2000              1999

<S>                                                                                 <C>              <C>
       Raw materials                                                                $      24,870    $       23,154
       Finished goods and work-in-process                                                  32,607            28,646
                                                                                    -------------    --------------
                                                                                           57,477            51,800
       LIFO and other reserves                                                             (4,290)           (3,696)
                                                                                    -------------    --------------

                                                                                    $      53,187    $       48,104
                                                                                    =============    ==============
</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>


                                                                                        2000              1999

<S>                                                                                 <C>              <C>
       Land and land improvements                                                   $      11,466    $        7,492
       Buildings and improvements                                                          51,988            39,895
       Machinery and equipment                                                            241,629           195,576
       Construction-in-process                                                             18,536            26,715
                                                                                    -------------    --------------
                                                                                          323,619           269,678
       Less - accumulated depreciation                                                    (72,370)          (46,279)
                                                                                    -------------    --------------

                                                                                    $     251,249    $      223,399
                                                                                    =============    ==============
</TABLE>


                                      F-14
<PAGE>   42

  OXFORD AUTOMOTIVE, INC.

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

  6.   PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

       Certain property with a net book value of $3,617 was idle at March 31,
       2000. Management intends to redeploy these assets among its operating
       facilities and does not believe that the net book value of these assets
       is impaired at March 31, 2000.

       In 2000 and 1999, the Company sold assets acquired in connection with the
       acquisition of Lobdell and recorded gains or (loss) on the sales of these
       assets of $ (615) and $600, respectively.

       As discussed in Note 10, certain of the Company's facilities were closed
       during the years ended March 31, 1999 and 1998. As management intends to
       sell these facilities, the net book value of the land and buildings,
       approximating $2,432, is classified in prepaid expenses and other current
       assets as of March 31, 2000 in the accompanying consolidated balance
       sheet.

  7.   ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

       Accrued expenses and other current liabilities are comprised of the
       following at March 31:

<TABLE>
<CAPTION>

                                                                                        2000              1999

<S>                                                                                 <C>              <C>
       Employee compensation                                                        $      21,602    $       21,483
       Accrued income, value added and other taxes                                          6,779             9,683
       Accrued interest                                                                     7,200             6,276
       Accrued workers' compensation                                                        4,051             4,156
       Deferred income                                                                      3,010
       Advances from customers                                                              2,496             2,085
       Accrued property taxes                                                               1,751             1,836
       Accrued medical benefits                                                             1,012             1,258
       Other                                                                               11,628             7,667
                                                                                    -------------    --------------

                                                                                    $      59,529    $       54,444
                                                                                    =============    ==============
</TABLE>



                                      F-15
<PAGE>   43

  OXFORD AUTOMOTIVE, INC.

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


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

<TABLE>
<CAPTION>

                                                                                        2000              1999
<S>                                                                                <C>              <C>
       10.125% SENIOR SUBORDINATED NOTES DUE
        2007, OXFORD                                                                $     202,734    $      203,111
       BANK SYNDICATE - TERM LOAN, OXFORD
       Interest at variable rate over 30 day LIBOR (8.04% at
        March 31, 2000). Quarterly principal payments beginning
        July 1999, matures July 2004.                                                      28,500            30,000
       BANK SYNDICATE--REVOLVING CREDIT LINE, OXFORD
       Interest at prime rate (9.75% at March 31, 2000),
        repaid in full during fiscal 2000.                                                     69
       SHARE PURCHASE OBLIGATION, OXFORD FRANCE
       Principal amount of $9,173 less unamortized discount
        of $861. Interest payable at 3%; discounted
        at 10%. Annual payments beginning February 2000,
        matures February 2002.                                                              8,312            12,946
       DEBT OBLIGATION, OXFORD FRANCE
       Principal amount of $3,931 less unamortized discount
        of $400. Interest payable at 2%; discounted
        at 10%. Annual payments beginning February 2000,
        matures February 2002.                                                              3,531             5,680
       CONTINUATION PLAN DEBT, OXFORD FRANCE
       Principal amount of $9,593 less unamortized discount
        of $3,398. Non-interest bearing; discounted at 10%.
        Annual payments beginning June 1999,
        matures June 2008.                                                                  6,195             6,464
       DEBT OBLIGATION, WACKENHUT
       Term loan.  Principal amount of $19,539, less unamortized
        discount of $6,236 Interest rate 5.25%, discounted at 10%
        Semi-annual payments beginning March 2004
        matures June 30, 2009.                                                             13,303
       DEBT OBLIGATION, WACKENHUT
       Revolving Credit. Interest rate at competitive rates.                                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.                                                              1,539
       INDUSTRIAL DEVELOPMENT REVENUE BONDS, CREATIVE
       $8,500 issued September 27, 1995, floating rate interest
        (3.3% at March 31, 1999). Quarterly principal payments
        based on graduated maturity schedule. Backed by
        letter of credit.                                                                                     2,195
       Other                                                                                1,386             3,466
                                                                                    -------------    --------------
       Total                                                                              273,676           263,862
       Less - current portion of long-term borrowings                                     (11,055)          (11,504)
                                                                                    -------------    --------------

       Long-term borrowings - less current portion                                  $     262,621    $      252,358
                                                                                    =============    ==============
</TABLE>


                                      F-16
<PAGE>   44


  OXFORD AUTOMOTIVE, INC.

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

  8.   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 the Company's acquisitions of Howell,
       RPIH, Suspension and Cofimeta as described in Note 3. 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 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, 2000, there was $69 outstanding under the revolving line of
       credit, $28,500 was outstanding under the term loan and $3,225 was
       outstanding under letters of credit, leaving $141,706 unused and
       available. The terms of the Credit Agreement contain, among other
       provisions, requirements for maintaining defined levels of tangible net
       worth, total debt to cash flows, interest coverage, fixed charge coverage
       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 Oxford. As part of the Wachenhut 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.

       Aggregate maturities of long-term borrowings at March 31, 2000 are as
       follows:
<TABLE>

<S>                                                    <C>
       2001                                                 11,055
       2002                                                 14,315
       2003                                                  7,628
       2004                                                 10,316
       2005                                                  8,438
       Thereafter                                          221,924
                                                       -----------

                                                       $   273,676
                                                       ===========
</TABLE>


                                      F-17
<PAGE>   45

  OXFORD AUTOMOTIVE, INC.

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


  9.   INCOME TAXES

       The Company's income tax provision (benefit) consists of the following:
<TABLE>
<CAPTION>


                                                                                   YEAR ENDED MARCH 31
                                                                       -----------------------------------------
                                                                        2000              1999             1998
<S>                                                                  <C>              <C>               <C>
       Current
         Federal                                                     $     3,624      $     6,037       $     3,116
         State                                                             1,662            1,719             1,757
         Foreign                                                           6,401            3,160
                                                                     -----------      -----------       -----------
                                                                          11,687           10,916             4,873
                                                                     -----------      -----------       -----------
       Deferred
          Federal                                                         (2,538)          (3,067)            2,300
          State                                                                8             (317)             (608)
          Foreign                                                             59           (4,579)           (1,832)
                                                                     -----------      -----------       -----------
                                                                          (2,471)          (7,963)             (140)
                                                                     -----------      -----------       -----------

                                                                     $     9,216      $     2,953       $     4,733
                                                                     ===========      ===========       ===========
</TABLE>

       The difference between the statutory rate and the Company's effective
       rate was as follows:
<TABLE>
<CAPTION>


                                                                                   YEAR ENDED MARCH 31
                                                                       -----------------------------------------
                                                                        2000              1999             1998

<S>                                                                     <C>               <C>              <C>
       Statutory rate                                                    35.0%             35.0%            35.0%
       Foreign rates varying from 35%, 35%
        and 34%, respectively                                             5.8               0.1             (0.5)
       FSC benefit                                                       (1.5)             (5.6)
       State taxes, net of federal benefit                                6.4              15.1              6.9
       Effect of foreign earnings taxed in US                             7.2
       Nondeductible items                                                1.4               5.8              1.9
       Other                                                               .5              (2.0)             2.5
                                                                        -----            ------            -----

       Effective income tax rate                                         54.8%             48.4%            45.8%
                                                                        =====            ======            =====
</TABLE>



                                      F-18
<PAGE>   46

  OXFORD AUTOMOTIVE, INC.

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


  9.   INCOME TAXES (CONTINUED)

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

<TABLE>
<CAPTION>

                                                                                        2000              1999
<S>                                                                                 <C>              <C>
       Deferred tax liabilities
         Tax depreciation in excess of book                                         $     (26,762)   $      (27,495)
         Debt related                                                                      (4,302)           (3,125)
         Other                                                                               (360)             (170)
                                                                                    -------------    --------------
         Gross deferred tax liabilities                                                   (31,424)          (30,790)
                                                                                    -------------    --------------
       Deferred tax assets
         Postretirement medical benefits                                                   16,746            16,353
         Workers' compensation                                                              1,610             1,698
         Medical benefits accrual                                                             550               503
         Allowance for bad debts                                                            1,606             1,379
         AMT credit carryforward                                                              970               721
         Pension benefits                                                                   5,287             4,058
         Net operating loss carryforwards                                                  25,377            13,770
         Restructuring reserve                                                              1,592             3,498
         Foreign tax credit                                                                 2,207             1,445
         Inventory                                                                          2,291              (149)
         Other                                                                              2,546             4,982
                                                                                    -------------    --------------
         Gross deferred tax assets                                                         60,782            48,258
                                                                                    -------------    --------------
       Valuation allowance                                                                      -              (300)
                                                                                    -------------    --------------

       Net deferred tax asset                                                       $      29,358    $       17,168
                                                                                    =============    ==============
</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.

       The Company has net operating loss carryforwards for federal income tax
       purposes with potential future tax deductions of approximately $1,681 at
       March 31, 2000. The federal net operating losses expire during 2011. The
       Company also has Foreign Tax Credit carryforwards for federal income tax
       purposes of $2,207 and $1,444 respectively at March 31, 2000 and 1999.
       These credits expire in 2004. In addition, the Company has Alternative
       Minimum Tax Credit carryforwards of $970, which have no expiration date.

       The Company has net operating loss carryforwards for Canadian income tax
       purposes with potential future tax deductions of approximately $29,750 at
       March 31, 2000. The Canadian net operating losses expire from 2004 to
       2007.


                                      F-19
<PAGE>   47

  OXFORD AUTOMOTIVE, INC.

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


  9.   INCOME TAXES (CONTINUED)

       The company also has net operating losses for French tax purposes with
       potential future tax deductions of approximately $20,170 at March 31,
       2000, which do not have an expiration date.

       In addition to losses identified above, the Company has net operating
       loss carryforwards for German tax purposes with potential future tax
       deductions of approximately $14,014 at March 31, 2000. These losses can
       be carried forward indefinitely.

 10.   RESTRUCTURING RESERVES

       A summary of the restructuring activity is presented below.
<TABLE>
<CAPTION>

<S>                                                                                                 <C>
       BALANCE AT MARCH 31, 1997                                                                              7,050
       1998 provision                                                                                         1,610
       Restructuring accrual associated with the acquisition
         of Howell                                                                                            1,339
       Reduction in workforce and other cash outflows                                                        (2,355)
       Reversal of excess accruals to noncurrent assets                                                      (1,281)
                                                                                                     --------------

       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 non current assets and currency fluctuations                           (3,865)
                                                                                                     --------------

       BALANCE AT MARCH 31, 2000                                                                     $        4,089
                                                                                                     ==============
</TABLE>


       In connection with the acquisition of Lobdell described in Note 3,
       management established certain restructuring reserves aggregating $7,050
       in Lobdell's opening balance sheet based upon its plan to exit certain
       activities of Lobdell. Management's restructuring plan included the sale
       of certain subsidiaries, closure of a Lobdell owned manufacturing
       facility and sale of the current Lobdell owned corporate offices.
       Included in the restructuring reserves at March 31, 1997 were costs for
       severance and benefits for employees to be relocated and terminated
       $5,052 and other restructuring related costs $1,998.

       In connection with management's plans to reduce costs and improve
       operating efficiencies at other facilities, the Company recorded a
       provision for restructuring of $1,610 during the year ended






                                      F-20
<PAGE>   48

  OXFORD AUTOMOTIVE, INC.

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


10.    RESTRUCTURING RESERVES (CONTINUED)

       March 31, 1998 and established restructuring reserves aggregating $1,339
       in Howell's opening balance sheet. The restructuring reserve established
       in Howell's opening balance sheet represents management's best estimate
       of the costs to be incurred in connection with the closure of a leased
       Howell facility. As a result of this closure, no employees are expected
       to be terminated.

       The provision for restructuring recorded during the years ended March 31,
       1999 and 1998 represents costs associated with management's plans to
       close two Company facilities. Costs recorded in 1998 primarily relate to
       fixed assets. Costs recorded in 1999 primarily relate to severance costs.
       As a result of these closures, 189 employees were permanently separated.

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

       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. Included in the restructuring reserve at
       March 31, 1999 were costs for severance and benefits for employees to be
       terminated of $7,485 and other restructuring costs, primarily property
       losses, of $1,096. The March 31, 2000 balance of $1,328 reflects cash
       outflows during the period as well as the reversal of approximately
       $3,865 of restructuring reserves. These restructuring actions should be
       completed during fiscal year 2001.

       In connection with the acquisition of Wackenhut, described in Note 3,
       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, 2000 were costs for severance and
       benefits for employees to be terminated of $858 and other restructuring
       costs of $1,149. These restructuring actions should be completed during
       fiscal year 2001.

       In connection with the acquisition of the Technology Division, described
       in Note 3, management established certain restructuring reserves
       aggregating $800 for severance and benefits for employees to be
       terminated. At March 31, 2000, the balance of restructuring reserves
       related to the Technology Division was $762. These restructuring actions
       should be completed during fiscal year 2001.

       The reversal of excess accruals recorded during the years ended March 31,
       2000, 1999 and 1998 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.

 11.   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


                                      F-21
<PAGE>   49

  OXFORD AUTOMOTIVE, INC.

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


       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.

       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.

       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
                                                               -------------------            ------------------
                                                               2000           1999            2000         1999
<S>                                                         <C>           <C>            <C>            <C>
       CHANGES IN PLAN ASSETS
         Beginning balance                                  $   106,183   $    71,224    $      -       $     -
         Assets acquired                                                       33,525
         Actual return on plan assets                            16,358         4,197
         Employer contributions                                   3,258         5,353          1,513         1,334
         Benefits paid from plan assets                          (5,266)       (4,948)        (1,513)       (1,334)
         Other                                                      893        (3,168)
                                                            -----------   -----------    -----------    ----------
       Ending balance                                           121,426       106,183
                                                            -----------   -----------    -----------    ----------
       CHANGE IN BENEFIT OBLIGATIONS
         Beginning balance                                      109,518        72,529         48,006        40,661
         Obligations assumed                                      2,330        31,633            163         3,612
         Service cost                                             3,927         3,943          1,654         1,510
         Interest cost                                            7,168         7,118          3,532         3,522
         Plan amendments                                            899         1,591
         Actuarial loss (gain)                                   (5,234)          767         (1,172)           35
         Total benefits paid                                     (5,286)       (4,948)        (1,513)       (1,334)
         Other                                                   (1,652)       (3,115)          (432)
                                                            -----------   -----------    -----------    ----------
       Ending balance                                           111,670       109,518         50,238        48,006
                                                            -----------   -----------    -----------    ----------
       FUNDED STATUS                                              9,756        (3,335)       (50,238)      (48,006)
         Unrecognized net actuarial loss (gain)                 (11,732)        4,327            794         5,303
         Unrecognized prior service cost                          2,346         1,509          2,491
                                                            -----------   -----------    -----------    ----------
</TABLE>


                                      F-22
<PAGE>   50

  OXFORD AUTOMOTIVE, INC.

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

<TABLE>
<CAPTION>

<S>                                                         <C>           <C>            <C>            <C>
       NET AMOUNT RECOGNIZED IN THE
        CONSOLIDATED BALANCE SHEET                          $       370   $     2,501    $   (46,953)   $  (42,703)
                                                            ===========   ===========    ===========    ==========

       AMOUNTS RECOGNIZED IN THE CONSOLI-
        DATED BALANCE SHEET CONSIST OF
         Prepaid benefit cost                               $     9,971   $     9,570    $       -      $      -
         Accrued benefit liability                               (9,601)       (7,069)       (46,953)      (42,703)
                                                            -----------   -----------    -----------    ----------

       Net amount recognized                                $       370   $     2,501    $   (46,953)   $  (42,703)
                                                            ===========   ===========    ===========    ==========

</TABLE>

       PENSION PLANS IN WHICH BENEFIT OBLIGATION
        EXCEEDS PLAN ASSETS AT MARCH 31,

<TABLE>
<CAPTION>

                                                                                              2000         1999

<S>                                                                                      <C>            <C>
         Fair value of plan assets                                                       $    11,562    $   38,637
         Benefit obligation                                                                   14,521        44,382
</TABLE>


       COMPONENTS OF NET PERIODIC BENEFIT COST

<TABLE>
<CAPTION>

                                                                               2000           1999         1998
<S>                                                                       <C>            <C>            <C>
         Pension benefits
           Service cost                                                   $     3,927    $     3,943    $    2,153
           Interest cost                                                        7,168          7,118         4,828
           Expected return on plan assets                                      (9,232)        (9,044)       (5,041)
           Amortization of prior service cost                                       8             40
           Recognized actuarial net loss                                                          18             2
                                                                          -----------    -----------    ----------

           Net periodic benefit cost                                      $     1,871    $     2,075    $    1,942
                                                                          ===========    ===========    ==========

           Net periodic benefit cost of defined
            contribution plans                                            $       656    $       452    $      355
                                                                          ===========    ===========    ==========

         Other postretirement benefits
           Service cost                                                   $     1,654    $     1,510    $    1,025
           Interest cost                                                        3,532          3,522         2,711
           Recognized actuarial net loss                                          182             35
                                                                          -----------    -----------    ----------

           Net periodic benefit cost                                      $     5,368    $     5,067    $    3,736
                                                                          ===========    ===========    ==========
</TABLE>

<TABLE>
<CAPTION>

                                                                            2000            1999         1998
<S>                                                                       <C>            <C>            <C>
       Pension benefits
         Discount rate
           U.S. plans                                                         7.75%          7.25%        7.25%
           Canadian plans                                                     7.00%          6.50%        6.50%
           German plans                                                       6.00%
         Expected return on assets
           U.S. plans                                                         9.00%       8.50-9.00%      9.00%
</TABLE>


                                      F-23
<PAGE>   51

  OXFORD AUTOMOTIVE, INC.

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

 11.   BENEFIT PLANS (CONTINUED)

<TABLE>

<S>                                                                           <C>            <C>          <C>
           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%
       Other retirement benefits
         Discount rate                                                        7.75%          7.25%        7.25%
</TABLE>

       The weighted average annual assumed healthcare cost trend rate is
       7.3%-8.5% in 2000 trending to 6.5% in 2008 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, 2000 by approximately $6,642 and net periodic postretirement
       benefit cost for the year ended March 31, 2000 by approximately $682.

       In addition to the above plans, the Company has a non-funded pension
       arrangement in France covering all employees. At March 31, 2000, accrued
       pension costs of $2,576 were included in accrued expenses.

12.    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

                                      F-24
<PAGE>   52


  OXFORD AUTOMOTIVE, INC.

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

       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 $697 and
       $565 for the years ended March 31, 2000 and 1999, respectively.

13.    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 $1,065, $1,076, and $1,005 for the years ended March
       31, 2000, 1999 and 1998, respectively. In connection with the
       acquisitions of the Technology Division, Wackenhut, Suspension Division
       and Cofimeta, Howell, and Lobdell, investment banking fees of $899,
       $1,747, and $230 were paid to The Oxford Investment Group, Inc., during
       the periods ended March 31, 2000, 1999 and 1998, respectively.

       As described in Note 3, the majority shareholder of the Company was also
       the majority shareholder of RPIH.

 14.   COMMITMENTS AND CONTINGENCIES

       OPERATING LEASES
       As of March 31, 2000, 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, 2000:

<TABLE>
<S>                                                                                                 <C>
       2001                                                                                          $        8,920
       2002                                                                                                  14,797
       2003                                                                                                  12,400
       2004                                                                                                  11,978
       2005                                                                                                  11,497
                                                                                                     --------------


                                                                                                     $       59,592
                                                                                                     ==============
</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
       being 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 2.88% - 4.0%, will be approximately $7,000 per year
       beginning on April 1, 2001. The asset usage agreement is for five years,
       with renewal options covering an additional four years. In addition to
       the lease payments, Oxford has guaranteed up to $63,000 of the debt of
       the SPE.

       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


                                      F-25
<PAGE>   53

  OXFORD AUTOMOTIVE, INC.

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

       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 $1,063 and $1,712 at March 31, 2000 and
       1999, 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-26
<PAGE>   54

  OXFORD AUTOMOTIVE, INC.

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

15.    SEGMENT INFORMATION

       Effective April 1, 1998, the Company adopted SFAS No. 131, "Disclosures
       About Segments of an Enterprise and Related Information". This statement
       establishes reportable standards for reporting information about
       operating segments in annual financial statements and related disclosures
       about products and geographic areas. 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
                                                                   ------------------------------------------
                                                                     2000            1999               1998
<S>                                                              <C>              <C>               <C>
       Net sales
         United States                                           $    367,245     $   378,227       $   324,335
         Canada                                                       193,077         167,547            85,030
         Mexico                                                        14,770           9,666               956
         France                                                       191,070          36,205
         Germany                                                       42,903
                                                                 ------------     -----------       -----------

                                                                 $    809,065     $   591,645       $   410,321
                                                                 ============     ===========       ===========

       Operating income (loss)
         United States                                           $     18,906     $    20,046       $    22,893
         Canada                                                         1,472           2,116              (462)
         Mexico                                                         6,337          (1,152)           (1,718)
         France                                                        15,489           1,554
         Germany                                                        4,482
                                                                 ------------     -----------       -----------

                                                                 $     46,686     $    22,564       $    20,713
                                                                 ============     ===========       ===========

       Identifiable assets
         United States                                           $    302,860     $   307,489       $   262,708
         Canada                                                       105,040         107,338            52,376
         Mexico                                                        27,265           5,373             4,948
         France                                                       121,219         122,730
         Germany                                                       42,428
                                                                 ------------     -----------       -----------

                                                                 $    598,812     $   542,930       $   320,032
                                                                 ============      ==========       ===========
</TABLE>

                                      F-27
<PAGE>   55

OXFORD AUTOMOTIVE, INC.

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

16.    SUBSEQUENT EVENT

       On April 3, 2000 (the "Closing Date") pursuant to a Purchase and Sale
       Agreement, dated as of February 5, 2000 (the "Purchase Agreement"), 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.car di Gessaroli Agostino
       & C. S.a.s. (collectively, "Sellers") the Purchaser acquired the Group
       Gessaroli business of Sellers (the "Gessaroli Group"). The purchase price
       was ITL 24.0 billion ($11.8 million US) plus up to ITL 5.3 billion ($2.7
       million US) for the payment of income taxes and debt, subject to a
       Closing Date net asset adjustment, if applicable. On the Closing Date,
       ITL 21.6 billion ($10.7 million US) of the total purchase price was paid
       to Sellers and ITL 2.4 billion ($1.2 million US) was held back, pending
       any applicable purchase price adjustment or indemnification claim.

       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 Company intends to continue and expand the
       current operations of the Gessaroli Group.



17.    CONDENSED CONSOLIDATING INFORMATION

       The Notes were issued by Oxford Automotive, Inc. and guaranteed by
       certain of its wholly-owned subsidiaries, including Lobdell, Howell,
       BMGH, RPIH, Suspension and the Technology Division (the Guarantor
       Subsidiaries). The Notes are not guaranteed by other consolidated
       subsidiaries, Oxford Mexico, Oxford Europe and Wackenhut (the
       Non-guarantor Subsidiaries). The guarantee of the Notes by the Guarantor
       Subsidiaries is full and unconditional. 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-28
<PAGE>   56


OXFORD AUTOMOTIVE, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 2000
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                          NON-GUARANTOR   GUARANTOR     ELIMINATIONS/
                                               PARENT      SUBSIDIARY   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                                                 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         4,799                        38,228
                                              ---------      --------     ---------      ---------      ---------
      TOTAL CURRENT ASSETS                       51,490       103,993       122,926                       278,409

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         104,719                      45,766       (150,485)
                                              ---------      --------     ---------      ---------      ---------

      TOTAL ASSETS                            $ 176,134      $173,228     $ 399,935      $(150,485)     $ 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
   Restructuring reserve                                        3,335           754                         4,089
   Accrued expenses and other                    12,443        33,070        14,016                        59,529
   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                      (6,914)       (2,776)                       (9,690)
   Retained earnings                             13,461        12,629            33        (13,254)        12,869
                                              ---------      --------     ---------      ---------      ---------
      TOTAL SHAREHOLDERS' EQUITY                 14,511        45,597        94,606       (150,485)         4,229
                                              ---------      --------     ---------      ---------      ---------

      TOTAL LIABILITIES AND SHAREHOLDERS'
       EQUITY                                 $ 176,134      $173,228     $ 399,935      $(150,485)     $ 598,812
                                              =========      ========     =========      =========      =========

</TABLE>



                                      F-29
<PAGE>   57


OXFORD AUTOMOTIVE, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                          NON-GUARANTOR   GUARANTOR     ELIMINATIONS/
                                               PARENT      SUBSIDIARY   SUBSIDIARIES     ADJUSTMENTS   CONSOLIDATED
<S>                                           <C>         <C>           <C>             <C>            <C>
ASSETS

Current assets
   Cash                                       $   9,741      $  9,158     $     109      $    -         $  19,008
   Receivables (net)                                114        45,345       106,822                       152,281
   Inventories                                                 14,402        33,702                        48,104
   Income taxes refundable
   Reimbursable tooling                           3,010         8,766        11,425                        23,201
   Deferred income taxes                            536                       3,133                         3,669
   Prepaid expenses and other                     2,151        13,174         2,900                        18,225
                                              ---------      --------     ---------      ---------      ---------
      TOTAL CURRENT ASSETS                       15,552        90,845       158,091                       264,488

Other noncurrent assets                          10,898        13,572        30,573                        55,043
Property, plant and equipment (net)               4,003        28,259       191,137                       223,399
Investment in consolidated subsidiaries          87,546                      45,166       (132,712)
                                              ---------      --------     ---------      ---------      ---------

      TOTAL ASSETS                            $ 117,999      $132,676     $ 424,967      $(132,712)     $ 542,930
                                              =========      ========     =========      =========      =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Accounts payable                           $   2,046      $ 34,906     $  72,391      $              $ 109,343
   Intercompany accounts                       (130,223)        4,573       125,650
   Restructuring reserve                                        6,676         2,071                         8,747
   Accrued expenses and other                     5,432        24,596        24,416                        54,444
   Current portion of borrowings                  1,877         6,301         3,326                        11,504
                                              ---------      --------     ---------      ---------      ---------
      TOTAL CURRENT LIABILITIES                (120,868)       77,052       227,854                       184,038

Pension liability                                                             7,069                         7,069
Postretirement medical benefits                                              42,703                        42,703
Deferred income taxes and other                                 1,975        13,540                        15,515
Long-term borrowings                            231,234        20,070         1,054                       252,358
                                              ---------      --------     ---------      ---------      ---------
      TOTAL LIABILITIES                         110,366        99,097       292,220                       501,683

Redeemable preferred stock                                                   40,319                        40,319
                                              ---------      --------     ---------      ---------      ---------
Shareholders' equity
   Common stock                                   1,050        37,045        91,002       (128,047)         1,050
   Accumulated other comprehensive income                      (1,955)       (4,750)                       (6,705)
   Retained earnings                              6,583        (1,511)        6,176         (4,665)         6,583
                                              ---------      --------     ---------      ---------      ---------
      TOTAL SHAREHOLDERS' EQUITY                  7,633        33,579        92,428       (132,712)           928
                                              ---------      --------     ---------      ---------      ---------

      TOTAL LIABILITIES AND SHAREHOLDERS'
       EQUITY                                 $ 117,999      $132,676     $ 424,967      $(132,712)     $ 542,930
                                              =========      ========     =========      =========      =========
</TABLE>



                                      F-30
<PAGE>   58


OXFORD AUTOMOTIVE, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 2000
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                          NON-GUARANTOR   GUARANTOR     ELIMINATIONS/
                                               PARENT      SUBSIDIARY   SUBSIDIARIES     ADJUSTMENTS   CONSOLIDATED
<S>                                          <C>          <C>           <C>             <C>            <C>
Sales                                        $     -         $248,743     $ 560,322      $   -          $  809,065
Cost of sales                                       268       207,941       504,730                        712,939
                                             ----------      --------     ---------      --------       ----------
   GROSS PROFIT                                    (268)       40,802        55,592                         96,126
Selling, general and administrative expenses     (4,452)       14,928        38,771                         49,247
Restructuring provision
Gain 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 BEFORE BENEFIT (PROVISION)
   FOR INCOME TAXES                                (875)       22,941        (5,244)                        16,822
Benefit (provision) for income taxes               (245)       (8,799)         (172)                        (9,216)
                                             ----------      --------     ---------      --------       ----------
INCOME 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                                   $    7,606      $ 14,142     $  (5,416)     $ (8,726)      $    7,606
                                             ==========      ========     =========      ========       ==========


</TABLE>


                                      F-31
<PAGE>   59


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 provision                                           (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-32
<PAGE>   60


OXFORD AUTOMOTIVE, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 2000
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                        NON-GUARANTOR      GUARANTOR
                                                             PARENT      SUBSIDIARY      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                      (5,209)      (11,416)        (21,218)       (37,843)
Purchase of marketable securities
Proceeds from sale of equipment                                                 724           3,262          3,986
Proceeds from sale of marketable securities
                                                            ---------     ---------      ----------     ----------
NET CASH (USED IN)
 INVESTING ACTIVITIES                                         (14,385)      (10,633)        (17,956)       (42,974)
                                                            ---------     ---------      ----------     ----------
FINANCING ACTIVITIES
Proceeds from borrowing arrangements
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                                (1,176)         (317)            128         (1,365)
Cash at beginning of period                                     9,741         9,158             109         19,008
                                                            ---------     ---------      ----------     ----------

Cash at end of period                                       $   8,565     $   8,841      $      237     $   17,643
                                                            =========     =========      ==========     ==========

</TABLE>

                                      F-33
<PAGE>   61


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-34
<PAGE>   62
                            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,
                                                           2000                1999                    1998
                                                           ----                ----                    ----
<S>                                                     <C>                 <C>                    <C>
Balance, beginning of period                               4,506                400                   1,272
Additions
    Acquisition                                              717              4,195                     200
    Provision for additional allowance                       524                 11
Deductions
    Currency translation adjustments                                                                     (1)
    Reversals                                                                                          (644)
    Doubtful accounts (charged) recovered                   (925)              (100)                   (427)
                                                           -----             ------                   -----
Balance, end of period                                     4,822             $4,506                    $400
                                                           =====             ======                   =====
</TABLE>
<PAGE>   63

                                   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 19, 2000.

                                OXFORD AUTOMOTIVE, INC.

                                    By:   /S/ Steven M. Abelman
                                          ------------------------
                                               Steven M. Abelman
                                           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 19, 2000.


       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/ Steven M. Abelman                    President, Chief Executive Officer and
--------------------------------         Director
Steven M. Abelman

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

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

                                         Director
--------------------------------
Dennis K. Pawley


         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>   64


EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

2.1               Asset Purchase Agreement, dated as of February 16, 2000, among
                  CE Technologies, Inc. and Tool and Engineering Company, both
                  wholly-owned subsidiaries of Oxford Automotive, Inc., and
                  Farley, Inc., and Tool & Engineering Company of Detroit, Inc.
                  (previously filed as Exhibit 2.1 to the Registrant's Current
                  Report on Form 8-K dated February 16, 2000, and incorporated
                  herein by reference)

2.2               Purchase Agreement, dated as of February 5, 2000, among Oxford
                  Automotive France SAS, a wholly-owned indirect subsidiary of
                  Oxford Automotive, Inc. and Agostino Gessaroli, Irene Salezzi,
                  Denis Gessaroli, Luana Gessaroli, Officine Meccaniche
                  Gessaroli S.p.A., and Gess.car di Gessaroli Agostino &
                  C.S.a.s. (previously filed as Exhibit 2.1 to the Registrant's
                  Current Report on Form 8-K dated April 3, 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 Credit Agreement between the Company and
                  NBD Bank, as agent, dated May 14, 1999 (previously filed as
                  Exhibit 4.2 to the Registrant's Annual Report on Form 10-K for
                  the fiscal year ended March 31, 1999, and incorporated herein
                  by reference)


<PAGE>   65

4.4               First Amendment to Amended and Restated Credit Agreement,
                  dated as of December 23, 1999, among Oxford Automotive, Inc.,
                  the Borrowing Subsidiaries and the Lenders identified therein
                  and Banc One, Michigan, formerly known as NBD Bank, as agent
                  for the Lenders (previously filed as Exhibit 4.1 to the
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended December 31, 1999, and incorporated herein by
                  reference)

4.5               Form of Amended and Restated Pledge Agreement and Irrevocable
                  Proxy in favor of NBD Bank (now known as Bank One, Michigan)
                  (previously filed as Exhibit 4.1 to the Registrant's Quarterly
                  Report on Form 10-Q for the fiscal quarter ended September 30,
                  1999, and incorporated herein by reference)

4.6               Form of Amended and Restated Security Agreement in favor of
                  NBD Bank (now known as Bank One, Michigan) (previously filed
                  as Exhibit 4.2 to the Registrant's Quarterly Report on Form
                  10-Q for the fiscal quarter ended September 30, 1999, and
                  incorporated herein by reference)

4.7               Form of Amended and Restated Security Agreement in favor of
                  First Chicago NBD Bank, Canada (previously filed as Exhibit
                  4.3 to the Registrant's Quarterly Report on Form 10-Q for the
                  fiscal quarter ended September 30, 1999, and incorporated
                  herein by reference)

4.8               Form of Amended and Restated Guaranty Agreement in favor of
                  NBD Bank (now known as Bank One, Michigan) (previously filed
                  as Exhibit 4.4 to the Registrant's Quarterly Report on Form
                  10-Q for the fiscal quarter ended September 30, 1999, and
                  incorporated herein by reference)

4.9               Form of Amended and Restated Guarantee in favor of NBD Bank
                  (now known as Bank One, Michigan) (previously filed as Exhibit
                  4.5 to the Registrant's Quarterly Report on Form 10-Q for the
                  fiscal quarter ended September 30, 1999, 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)


<PAGE>   66

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              Management and Consulting Agreement between the Company and
                  The Oxford Investment Group, Inc., dated June 24, 1997
                  (previously filed as Exhibit 10.8 to the Registrant's
                  Registration Statement on Form S-4, File No. 333-32975, and
                  incorporated herein by reference)

10.7              Amendment to Management Agreement, dated November 24, 1997
                  (previously filed as Exhibit 10.10 to the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended March 31, 1998,
                  and incorporated herein by reference)

10.8              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)

10.9              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)

10.10             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)

10.11             *Amendment to Employment and Noncompetition Agreement between
                  Oxford Automotive, Inc. and Mr. Abelman dated as of July 1,
                  1999.

10.12             *Noncompetition and employment arrangement between Oxford
                  Automotive, Inc. and Mr. Bukatko, effective February 1999.

12                *Statement regarding computation of ratios

21                *Subsidiaries of the Registrant

27                *Financial Data Schedule