<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, 1999
                     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 May 15, 1999, 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 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 and various welded, hemmed or fastened components. Our product
focus is directed toward three areas: closure panels, suspension systems, and
complex structural systems. These products, which include large structural
stampings 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. We are the sole source supplier of these products to our
customers. On a pro forma basis, assuming the acquisition of Cofimeta S.A.
described below, had occurred on April 1, 1998, we would have had net sales of
$766.7 million and EBITDA (as defined herein) of $61.3 million for the fiscal
year ended March 31, 1999.

         Our seven largest customers, based on pro forma net sales for the
fiscal year ended March 31, 1999, assuming the acquisition of Cofimeta S.A. had
occurred April 1, 1998 are: General Motors Corporation ("GM") (34%), Ford Motor
Company ("Ford") (25%), Renault S.A. (15%), DaimlerChrysler AG
("DaimlerChrysler") (10%), PSA Peugeot Citroen ("PSA") (5%), CAMI (a joint
venture of GM and Suzuki Motor Corporation) (1%), and The Saturn Corporation
("Saturn") (1%). We have been providing products directly to GM and Ford for
more than 50 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 and CAMI's President's Award. We also sell
our products to other Tier 1 suppliers. For the fiscal year ended March 31,
1999, approximately 71% of our net sales, on a pro forma basis assuming the
acquisition of Cofimeta S.A. occurred on April 1, 1998, 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, and Renault's Kangoo and Espace. See
Note 15 of the Oxford Automotive, Inc. Notes to Consolidated Financial
Statements for a description of the Company's domestic and export sales.

         Our recent acquisitions significantly strengthen our position as a
leading Tier 1 supplier of assemblies and modules to the OEMs. These strategic
combinations provide us with the critical mass and capabilities in the areas of
design and engineering, sales and marketing, and product expertise that provide
the basis for our strategy of becoming a fully-integrated, global systems
supplier. We have implemented a successful, focused sales and marketing
initiative. As a result, we were awarded the door assemblies and the side panel
package for the new Saturn LS Program (the "LS Program"), the new vehicle that
Saturn is launching in 1999 based upon the current Opel Vectra. Management
believes these awards from Saturn will generate approximately $65.0 million of
annual net sales beginning with the 1999 model year. In addition, we were
recently awarded the door, hood, and underbody assemblies for a new GM Program
(Pontiac Recon, Buick Signia) to be produced solely in Mexico and chassis
components for the North American production of a global platform for GM. The
door, hood and underbody assemblies will be produced solely in Mexico and
management believes will generate approximately $90.5 million of annual net
sales beginning in the 2001 fiscal year. Management believes the global GM
program (a new twist axle design) will generate approximately $158.0 million of
annual net sales beginning in 2002. Other recent significant business awards,
together with the sales management believes will be generated by the awards,
include: Ford WIN126 floor pan ($24.1 million), Chrysler RS leaf springs ($24.0
million), GMT360 control arms ($50.1


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million), Chrysler AN/DN control arms and brackets ($11.1 million), GMT315
($28.0 million), and other smaller programs ($25.0M). 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.

         We currently operate 21 facilities which offer the latest technologies
in metal stamping, forging, welding and assembly production equipment, including
fully-automated hydraulic and wide-bed press lines (up to 180 inches), robotic
welding cells, robotic hemming, autophoretic corrosion resistant coating 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. In excess of $200 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 500 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.

BUSINESS STRATEGY

         Our principal objective is to be a leading, full-service, global Tier 1
supplier of integrated systems solutions based on metal forming and related
manufacturing technologies. We believe that we are well positioned to benefit
from two significant trends in the stamping and metal forming segments of the
automotive industry: outsourcing and consolidation. 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.
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 systems suppliers who can
provide a complete package of design, engineering, manufacturing and project
management support for an integrated system (such as a front-end system). 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 Capability. We are focused on developing
full-service program 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 the client. We believe that our ability to provide the package of
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 the radiator enclosure, floor pan and
toe-to-dash panel for the Ford Windstar, the deck lid on the Saturn Sport Coupe,
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



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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, while in
Europe the high growth segment is passenger cars. For the fiscal year ended
March 31, 1999, approximately 82% of our sales in North America were derived
from the SUV segment and in Europe, on a pro forma basis assuming the
acquisition of Cofimeta S.A. had occurred on April 1, 1998, approximately 52% of
our sales were derived from the passenger car segment. In North America, our
sales to the passenger car market have been, and will continue to be, directed
to the segments with stronger sales growth, including Saturn cars.


         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 processing technologies address the customer
requirements for continuous improvement. In response to OEM requests, we have
woven integrated 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.

         Establish a Global Presence. We are actively pursuing additional
strategic acquisitions and joint-venture opportunities in Europe 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 ("World Car"). As a result, the OEMs
have encouraged their existing suppliers to establish foreign production support
for World Car programs. This globalization provides access to new customers and
technology, as well as economic cycle diversification. We currently have
operations in France and have established a presence in Mexico and Venezuela.

         Pursue Strategic Acquisitions. In response to the trend in the OEM
market toward "systems suppliers," we are focused on making strategic
acquisitions 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 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 February 5, 1999, we 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. Cofimeta S.A. and its four
subsidiaries are collectively referred to as "Cofimeta." We acquired Cofimeta
for FF80 million (approximately $13.9 million) in immediately available funds
and deferred payments over three years in the amounts of FF27 million
(approximately $4.7 million, based upon the U.S. Dollar exchange rate on
February 2, 1999) for each of the first two years and FF36 million
(approximately $6.2 million, based upon the U.S. Dollar exchange rate on
February 2, 1999) for the third year. Cofimeta is a leading supplier of closure
panels, floor pans, deck lids, structural pillars, cross members, radiator
surrounds and front ends, and Class A surfaces. Cofimeta is headquartered in a
suburb of Paris and operates manufacturing facilities in France located in
Douai, St. Florent and Orbec. Cofimeta employs approximately 1,300 persons and
is a major supplier to Renault and PSA. For the nine months ended September 30,
1998, Cofimeta had net sales of $147.1 million and EBITDA of $9.0 million.


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Amounts set forth in U.S. Dollars with respect to Cofimeta for the nine months
ended September 30, 1998 are based upon the average published U.S. Dollar
exchange rates for the period.

         Cofimeta had previously benefited from a final order, entered in June
1997, of the French Commercial Court in Douai, France, approving a continuation
plan for Cofimeta (the "Continuation Plan"). The Continuation Plan authorized
certain restructuring plans, which included reductions in employment levels,
capital increases by its prior parent, and the rescheduling of payment of all
trade payables and other obligations over a ten year period. Pursuant to an
application by Groupe Valfond S.A., the prior owner of Cofimeta, to the Court of
Douai, the court by judgment dated January 7, 1999 authorized, inter alia, (i)
the sale of the Cofimeta shares to the Company, (ii) termination of the
Continuation Plan with respect to Cofimeta, and (iii) the establishment of
Cofimeta Defeasance S.A. by Cofimeta to which the payment obligations of
Cofimeta remaining under the Continuation Plan were transferred. Of the FF 372
million of original Continuation Plan obligations of Cofimeta, which were
transferred to Cofimeta Defeasance, S.A., we have acquired approximately FF 305
million while FF 67 million remain payable to unrelated third parties. Under the
Continuation Plan, approximately 75% of the scheduled repayment of all of the
Continuation Plan obligations will occur in the last five years of the ten year
period.

         On June 28, 1999 we acquired, through a wholly owned, indirect
subsidiary 100% of the shares of Gebr. Wackenhut GmbH Karosserie-und
Fahrzeughfabrik ("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 subordinated debt and 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 provides for the restructuring of Wackenhut's credit facilities
and provides additional financing of approximately DM 16.6 million under a line
of credit and up to DM 20.0 million to fund capital expenditures to support
plant expansion and modernization.

INDUSTRY TRENDS

         The OEM market to which we sell our products consists of the design,
engineering, 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. Since the 1980s,
DaimlerChrysler, Ford and GM have each been substantially reducing the number of
suppliers that may bid for awards and outsourcing an increasing percentage of
their production requirements. We believe that other European and Asian
manufacturers will implement plans to do the same. As a result of these trends,
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 well as higher quality and lower parts costs.

         While the focus today by the OEMs is on quality, cost and service, we
believe that the focus for the future will be on global capabilities, 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.



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PRODUCTS

         We generate the majority of our net sales from large, complex, high
value-added products, primarily assemblies that generally consist of multiple
parts, which we stamp and forge and combine 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 intrinsic 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 components and assemblies, we have the
capability and expertise to produce Class A surfaces such as door assemblies,
door apertures, rocker panels, fuel filler doors, and box side outers, 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.

         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
corrosion resistant coating, machining, and automated assembly of purchased
components.

         The chart below details by major customer our major products, the type
of vehicle and the model/platform for which they are produced

<TABLE>
<CAPTION>

CUSTOMER            TYPE                  MODEL/PLATFORM                         COMPONENTS SUPPLIED
--------            ----                  --------------                         -------------------
<S>                 <C>                   <C>                                    <C>
General Motors      Sport Utility         Suburban/Tahoe/Yukon                   Door Assemblies, Door Apertures, Rocker
                                                                                 Panels,  Lower Control Arms, Wheel
                                                                                 Moldings
                    Sport Utility         Blazer/Jimmy                           Leaf Springs, Seat Supports/Rails
                    Sport Utility         Pontiac Recon/Buick Signia             Door Assemblies, Tailgate Assemblies,
                                          (2000 Launch)                          Hoods, Floor Assemblies,
                                                                                 Rocker Panels, Rail Assemblies
                    Light Truck           S10/Sonoma Pickup                      Leaf Springs
                    Light Truck           C/K Crew Cab Pickup                    Door Apertures, Wheel Moldings
                    Light Truck           C/K Pick Up                            Lower Control Arms (4 Wheel Drive),
                                                                                 Rocker Panels, Wheel Moldings
                    Light Truck           C/K Pick Up (Mexico)                   Class A Blanks
                    Mini-Van              Astro/Safari                           Struts, Lower Control Arms (All Wheel
                                                                                 Drive), A Pillars,  Leaf Springs
                    Vans                  Savanna/Express                        Leaf Springs, Pillar Reinforcements,
                                                                                 Latches, Supports
                    Medium Duty           Commercial Chassis                     Leaf Springs, Toe-to-Dash Panel
                    Medium Duty           Kodiak                                 Floor Assembly, Fuel Tank Straps, Raised
                                                                                 Roof Panel
                    Passenger Car         Saturn SC                              Deck Lid, Pillar Reinforcement, Inner
                                                                                 Doors, Window Frame Reinforcement
                    Passenger Car         Saturn SC/SL/SW (1999 Launch)          Underbody Rails
                    Passenger Car         Saturn LS (1999 Launch)                Body Side Inners, Door Assemblies, Shelf
                                                                                 Panel, Wheel House Inners, Radiator
                                                                                 Support, Heat Shield, Gas Tank Shield
                    Passenger Car         Grand Prix, Regal, Intrigue,           Radiator Supports
</TABLE>



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<TABLE>
<CAPTION>

CUSTOMER         TYPE                  MODEL/PLATFORM                         COMPONENTS SUPPLIED
--------         ----                  --------------                         -------------------
<S>              <C>                   <C>                                    <C>
                                       Monte Carlo, Lumina
                 Passenger Car         Corvette                               Floor Panels
                 Passenger Car         EV1                                    Floor Panels, Wheel Houses
                 Passenger Car         Malibu, Cutlass                        Sun Roof Assembly
                 Passenger Car         Grand Am, Alero                        Door Beams
                 Passenger Car         Park Avenue, Riviera, Aurora,          Rocker Panels
                                       Seville, Deville
                 Passenger Car         Joy, Swing, Monza (Mexico)             Class A Blanks, Floor Pan Assemblies
                 Passenger Car         Cavalier/Sunfire (Mexico)              Floor Pan Assemblies
                 Passenger Car         Astra                                  Dash Panel Reinforcement, Structural
                                                                              Crossmember, Brackets
                 Passenger Car         Omega                                  Radiator Support Stampings


Ford             Sport Utility         Explorer, Mountaineer                  Rear Floor Reinforcement, Center Body
                                                                              Pillar,  B-Pillar Assembly, Leaf Springs
                 Sport Utility         Expedition, Navigator                  Control Arms
                 Light Truck           F Series Pickup                        Control Arms, Load Floor, Leaf Springs
                 Light Truck           Ranger, Mazda Pickup                   A Pillar, Upper/Lower Back Panel, Roof
                                                                              Panel, Windshield Header, Box Side Outer,
                                                                              Leaf Springs
                 Van                   Windstar                               Rear Floor Assembly, Dash Panel, Rear
                                                                              Crossmembers, Cowl Sides, Radiator
                                                                              Support
                 Van                   Econoline                              Roof Rails, A-Pillar, Floor Pan, Shock
                                                                              Tower, Fuel Filler Doors, Leaf Springs,
                                                                              Brackets, Latches
                 Passenger Car         Contour/Mystique/Mondeo                Front & Rear Control Arms, Rear
                                       (Europe)                               Suspension Bar Assembly, Brackets

                 Passenger Car         Cougar                                 Front & Rear Control Arms, Rear
                                                                              Suspension Bar Assembly, Brackets

Ford/Nissan      Mini-Van              Villager, Quest                        Leaf Springs

DaimlerChrysler  Sport Utility         Cherokee                               Control Arms

                 Light Truck           Dakota                                 Leaf Springs, Control Arms (1999 Launch)
                 Sport Utility         Durango                                Skid Plates, Brackets, Control Arms (1999
                                                                              Launch)
                 Light Truck           Ram Pickup                             Control Arms

                 Minivan               Extended Voyager/Caravan,              Leaf Springs
                                       AWD Eurostar (Europe)

Isuzu            Medium Duty           NPR/W4 Truck                           Leaf Springs

CAMI             Sport Utility         Tracker/Sidekick                       Rear Bumper, Side Frame Member, Door
                                                                              Inner Reinforcement, Floor Bar,
                                                                              Underbody Components
                 Passenger Car         Metro/Swift                            Rear Cross Members, Side Sill, Dash Panel
</TABLE>




                                       6
<PAGE>   8

<TABLE>
<CAPTION>

CUSTOMER         TYPE                  MODEL/PLATFORM                         COMPONENTS SUPPLIED
--------         ----                  --------------                         -------------------
<S>              <C>                   <C>                                    <C>
Renault          Passenger Car         Megane                                 Engine Cradle, Radiator Support, Pillar
                                                                              Assemblies, Structural Supports, Gas Tank
                                                                              Heat Shield, Bulk Head Heat Shield, Door
                                                                              Beam
                 Van                   Kangoo                                 Longitudinal Body Rails, Structural
                                                                              Supports, Engine Cradles, Structural
                                                                              Crossmembers
                 Passenger Car         X53                                    Hood Assembly, Crossmembers,
                                                                              Reinforcements
                 Van                   Express                                Pillar Reinforcements, Crossmembers
                 Van                   Master                                 Pillar Reinforcements, Crossmembers
                 Passenger Car         Clio                                   Door Beam
                 Van                   Trafic                                 Pillar Reinforcements, Crossmembers
                 Passenger Car         Safrane                                Crossmembers, Structural Supports
                 Passenger Car         X40                                    Crossmembers, Structural Supports
                 Heavy Truck           Various                                Instrument Panel Assembly, Structural
                                                                              Pillar Assemblies
                 Passenger Car         Laguna                                 Structural Crossmembers, Fender Support,
                                                                              Reinforcements
                 Van                   Twingo                                 Floor Reinforcements

PSA              Van                   Monospace                              Pillar Reinforcements, Crossmembers
                 Passenger Car         205                                    Hood Outer, Hood Inner, Floor Extensions
                 Passenger Car         ZX/306                                 Crossmembers
                 Passenger Car         405                                    Support, Crossmembers, Inner Fender
                                                                              Reinforcements
                 Passenger Car         Xantia                                 Heat Shield, Crossmember, Structural
                                                                              Reinforcements
                 Passenger Car         Various                                Clutch Pedal Assemblies
                 Passenger Car         Z8 (606)                               Reinforcements, Crossmembers, Heat
                                                                              Shield, Tank Shield

Matra            Van                   Espace                                 Floor Pan Assemblies, Pillar Assemblies

Nissan           Passenger Car         Micra                                  Oil Pan, Heat Shield, Clutch Pedal

Saab             Passenger Car         900                                    Floor Crossmember, Reinforcements

VW               Passenger Car         Audi                                   Heat Shield, Brackets, Reinforcements

SEAT             Passenger Car         Toledo                                 Door Beams

Faurecia         Passenger Car         Audi B6                                Crossmembers, Inserts for Instrument Panel
                 Passenger Car         PSA Z8 (606)                           Seat Structure Crossmembers
                 Passenger Car         PSA X4 (Xantia)                        Seat Structure Crossmembers
                 Van                   VW T5 Van                              Seat Structure Crossmembers

Sevel Nord       Van                   U64                                    Trunk Lid Inner, Fender Inner, Floorpan
                                                                              Parts, Fender Inner, Hood Panel
</TABLE>


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<PAGE>   9


         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: (i) the new Saturn LS Program, which management
believes will generate approximately $65.0 million of annual net sales beginning
with the 1999 model year, (ii) a GM door, hood and underbody assembly platform
will be produced solely in Mexico and management believes this program will
generate approximately $90.5 million of annual net sales beginning in the 2001
fiscal year, (iii) the 2001 DaimlerChrysler Durango/Dakota control arms, which
management believes will generate approximately $11.1 million of annual sales
beginning in 2000 (iv) the GM Blazer /Jimmy/ Bravada control arms, which
management believes will generate approximately $50.1 million of annual net
sales beginning in 2001 and (v) chassis components for the North American
production of a GM global platform, which management believes will generate
approximately $158.0 million of annual sales beginning in 2002. Other recent new
business awards, together with the sales management believes will be generated
by the awards, include: Ford WIN126 floor pan ($24.1 million), Chrysler RS leaf
springs ($24.0 million), GMT315 ($28.0 million), and other smaller programs
($25.0 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
product development and advanced engineering capabilities that utilize
structured program management techniques in an effort to exceed the customer's
expectations for value and service. Our engineering staff encompasses such
disciplines as program management, computer aided design ("CAD"), virtual
prototyping, draw die and process simulation, advanced engineering,
manufacturing feasibility, and tooling and process development. Responsibilities
of our engineers include:

         -   design;
         -   initial prototype development;
         -   design and implementation of manufacturing processes;
         -   production feasibility and improvement; and
         -   data management.

         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 1998 that houses our engineering and design group. 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 established a data management
and CAD department that is able to support all major customer systems. We
provide full and complete engineering solutions up through "black box" design.
"Black box" design involves the customer setting broad product requirements and
leaving the design, material, tooling and production to the supplier. We also
provide "gray box" engineering capabilities in which the customer has principal
design responsibility while our engineers work closely with the customer in
designing the specifications of the product material, the part to be produced
and the tooling required to produce the finished product. We are also on-line
with all major customers which accelerates the process of design changes.

         Our design and advanced engineering expertise is an important
differentiating factor in maintaining our relationships with and obtaining new
business from our customers and, in management's judgment, was an essential
factor in winning the new business described above.



                                      8
<PAGE>   10

CUSTOMERS AND MARKETING

         We supply our products on a long-term preferred and sole source basis,
primarily to GM (34%), Ford (25%), Renault (15%), DaimlerChrysler (10%), PSA
(5%), CAMI (1%), and Saturn (1%) (percentages are approximates of net sales for
the fiscal year ended March 31, 1999 on a pro forma basis for the acquisition of
Cofimeta) with the remaining net sales comprised of sales primarily to other
automotive suppliers. We have been providing products directly to GM and Ford
for more than 50 years, and directly to DaimlerChrysler, Renault, and PSA for
more than 20 years. We currently have locations in the United States, Canada,
Mexico, France 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, top suppliers are increasingly included 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 center offers services few other suppliers have available for their
customers. The group's primary activities are:

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

         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 56.3% of our net
sales for the fiscal year ended March 31, 1999 on a pro forma basis for the
acquisition of Cofimeta. On an annual basis, steel represents approximately
69.0% of total raw materials purchases. We expect to purchase nearly 395,000
tons of steel in fiscal 2000 for use in our production. The remaining 31% of raw
materials purchases is represented by various purchased parts such as forgings,
bushings, ball joints, isolators, corrosion resistant coating, and various
fasteners.


                                       9
<PAGE>   11

         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.; Aetna
Industries, Inc.; Ogihara America Corp.; Midway Products Corporation; Active
Tool & Manufacturing Co., Inc.; A.G. Simpson Automotive, Inc.; Mayflower Vehicle
Systems Inc.; L&W Engineering; National Automotive Radiator Manufacturing
Company; and divisions of OEMs with internal stamping and assembly operations.
Within the leaf spring segment of our business our main competitor is Rassini,
Inc., and in the suspension segment of our business our major competitors are
TRW, Inc., Dana Corp. and Benteler AG.

         We compete for business at the beginning of the development for new
model platforms, as well as the redesign of current models. This process can
begin from two to five years 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, 1999, we employed approximately 5,100 persons in the
United States, Canada, Mexico, and France, approximately 1,187 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 September 1999 through February 2004.

         In 1994, prior to our acquisition, 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


                                       10
<PAGE>   12

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 is expected to be
submitted to the EPA in the near future. In addition, we are conducting soil
investigation and groundwater monitoring, with MDEQ involvement, in a separate
section of the Alma plant at which contaminants have been detected by our
consultants. Both of these programs may be affected by the suspected
contamination from the petroleum refinery described above. While future soil
and/or groundwater remediation costs, if any, are not expected to be material,
we cannot predict such costs with certainty and no guarantee can be made that
these costs will not be material.

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

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.



                                       11
<PAGE>   13

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

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

         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.



                                       12
<PAGE>   14

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

<TABLE>
<CAPTION>
                                                    SIZE
                                                    ----
                        FACILITY                  (SQ. FT.)
                        --------                  ---------
                        <S>                        <C>
                        Alma, Michigan             389,000
                        Argos, Indiana             386,000
                        Corydon, Indiana           200,000
                        Greencastle, Indiana       214,000
                        Hamilton, Indiana           85,000
                        Cambridge, Ontario         290,000
                        Masury, Ohio               150,000
                        Lapeer, Michigan            85,000
                        Prudenville, Michigan       76,000
                        Oscoda, Michigan            57,000
                        Chatham, Ontario           190,000
                        Wallaceburg, Ontario       240,000
                        Saltillo, Mexico(1)         20,000
                        Silao, Mexico(1)            42,000
                        Ramos Arizpe, Mexico(1)(2) 330,000
                        Troy, Michigan(1)           34,000
                        Douai, France (3)          600,000
                        St. Florent, France        431,000
                        Orbec, France              188,000
                        Valencia, Venezuela(4)     122,000
</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
              December 1999 to June 2005.
         (2)  We have entered into a cross border asset usage facility for this
              location. This metal stamping and manufacturing center is under
              construction and will support the GM hood, door and underbody
              assembly platform as well as other customer opportunities.
         (3)  The Douai, France location has two facilities.
         (4)  Owned by Metalurgica Carabobo, S.A., a Venezuelan joint venture of
              which we have a 49% interest.


         In March 1999 we announced the closure of our Hamilton, Indiana
facility. The decision to close this facility was based on our rationalization
of its current capacity and will result in fixed cost reductions and improved
productivity through reallocation of production to other facilities during
fiscal 2000. The costs associated with the closure had been previously reserved
for and will therefore have no adverse impact on our financial results. We are
currently redeploying production assets from this and other previously closed
facilities to support recently awarded programs (e.g. GM door, hood and
underbody assembly platform).


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.


                                       13
<PAGE>   15

      There were no matters submitted to a vote of the Company's security
holders during the fourth quarter ended March 31, 1999.

                                     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 May 15, 1999, there were 20 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, 1999 that were not registered under the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA

      The following table sets forth (i) the selected consolidated historical
financial data of BMG North America Limited ("BMG" or the "Predecessor") for the
year ended March 31, 1995 which was derived from the audited consolidated
financial statements of the Predecessor, (ii) selected consolidated historical
financial data of the Predecessor for the period from April 1, 1995 through
October 27, 1995, and (iii) selected consolidated historical financial data of
the Company from October 28, 1995 through March 31, 1996 and the years ended
March 31, 1997, 1998, and 1999. The selected consolidated historical financial
data for the year ended March 31, 1995, the period April 1, 1995 through October
27, 1995; and the period October 28, 1995 through March 31, 1996 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, 1997, 1998, and 1999 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.

<TABLE>
<CAPTION>
                                                                            Historical
                                          ---------------------------------------------------------------------------
                                                          Predecessor                         Company
                                          ---------------------------------------------------------------------------
                                                            4/1/95-      10/28/95-
                                              3/31/95      10/27/95       3/31/96     3/31/97   3/31/98       3/31/99
                                          ---------------------------------------------------------------------------
                                                                   (Dollars in thousands)
<S>                                            <C>          <C>           <C>        <C>        <C>         <C>
         Statement of Operations Data:
         Net Sales                             $75,097      $49,043       $35,572    $136,861   $410,321    $591,645
         Gross Profit                            4,206        2,148         3,948      11,773     41,901      55,067
         Selling, General and Administrative     4,554        3,922         2,235       7,685     21,839      32,770
         Restructuring Provision                     -            -             -           -      1,610       1,151
         Gain on Sale of Equipment                   -            -             -           -     (1,602)       (777)
         Equipment Impairment and
               Nonrecurring charges (a)              -            -             -         287         --
                                              -----------------------------------------------------------------------
         Operating Income (Loss)                  (348)      (1,774)        1,713       3,801     20,054      21,923
         Interest Expense                        1,267        1,048         1,096       3,388     10,710      20,903
         Other Income (Expense)                      -            -             -       2,201        321       4,445
</TABLE>



                                       14
<PAGE>   16


<TABLE>

<S>                                             <C>          <C>              <C>       <C>        <C>         <C>
         Income (Loss) Before Income Taxes      (1,615)      (2,822)          617       2,614      9,665       5,465
         Provision (Benefit) for Income Taxes     (349)        (938)          202       1,065      4,074       2,312
                                              -----------------------------------------------------------------------


         Net Income (Loss)                    $ (1,266)     $(1,884)         $415      $1,549     $5,591      $3,153
                                              =======================================================================


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

         Balance Sheet Data (end of period):
         Cash and Cash Equivalents                  $-           $-            $-      $9,671    $18,321     $19,008
         Accounts Receivable                     9,835       13,312         8,338      47,626     65,273     152,281
         Inventories                             4,170        4,429         3,719      13,411     21,305      48,104
         Total Assets                           41,523       59,770        49,200     243,694    320,032     542,930
         Total Debt                             12,907       23,233        26,758      99,829    139,448     263,862
         Redeemable Preferred Stock                  -            -             -      39,300     40,192      40,319
         Total Shareholder Equity               10,833        9,329           935(b)    2,341      6,118         928
         OTHER DATA:
         Depreciation and amortization          $1,413         $919         $687       $5,041    $20,279     $25,450
         Capital Expenditures                    4,284        5,111         3,466       3,326     16,723      33,625
         EBITDA (c)                             $1,065       $(855)        $2,400     $11,043    $40,654     $51,818
         Gross Margin (d)                         5.60%        4.38%        11.10%       8.60%     10.21%       9.31%
</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.


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, 1999 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, and the
suspension division of Eaton Corporation (the "Suspension Division"), which was
acquired on April 1, 1998 and includes only a portion of the operating results
of Cofimeta, which was acquired on February 5, 1999. Each was accounted for
using the purchase method of accounting. 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. The historical



                                       15
<PAGE>   17

information for the fiscal year ended March 31, 1997 includes only the results
of operations of Lobdell for the period subsequent to its acquisition.

     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 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 $32.8 million or 5.5% 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 current 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). We intend to invest in the
necessary resources to support customer engineering requirements and global
program management needs.

               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. These restructuring provisions are expected to be offset by future
benefits including fixed cost reduction, equipment redeployment and productivity
improvements resulting in increased capacity utilization.

               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 $40.0 million of 10 1/8% Senior Subordinated Notes due 2007,
Series C (the "Series C Notes")




                                       16
<PAGE>   18

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.

     Fiscal Year Ended March 31, 1998 Compared to Fiscal Year Ended March 31,
1997

               Net Sales -- Net sales for the year ended March 31, 1998 were
$410.3 million. This represents an increase of $273.4 million as compared to net
sales for the fiscal year ended March 31, 1997 of $136.9 million. Net sales for
the fiscal year ended March 31, 1997 included net sales of Lobdell only from the
acquisition date of January 10, 1997 through March 31, 1997. The increase for
the year was due principally from the Lobdell, Howell and RPIH acquisitions
($269.8 million). The balance of the increase is related primarily to the
strength of light truck and SUV production, partially offset by the
discontinuance of certain customer platforms. On a pro forma basis, had the net
sales from all acquisitions been included for the entire fiscal 1998, net sales
would have been $453.7 million.

               Gross Profit -- Gross profit was $41.9 million or 10.2% of net
sales for the year ended March 31, 1998 as compared to $11.8 million or 8.6% of
net sales for the year ended March 31, 1997. This represents an increase of
$30.1 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. The increase in gross margin is a result of operating improvements
through employment and cost reductions, productivity improvements, increased
capacity utilization, quality improvements and production schedule attainment.
The increased gross profit was partially offset by costs associated with the
conversion of Canadian operations to transfer and robotic technology, startup of
the Mexican operations and costs associated with the launch of future platforms
(Saturn LS, Windstar and Ford Heavy duty pickup (PN 131) ).

               Selling, General and Administrative Expenses ("SG&A") -- SG&A
expenses were $21.8 million or 5.3% of net sales as compared to $7.7 million or
5.6% for the year ended March 31, 1997. The decrease as a percentage of net
sales was a result of the efficiencies derived through acquisition integration
and cost reduction programs. The financial and administrative functions were
consolidated into the Troy office, thereby allowing for the closure of the Alma
and Southfield administrative offices. The increase in expenditures is primarily
due to the overall growth of the organization during the year and the need to
provide the necessary resources to support customer engineering support, global
program management and the continued growth initiatives of the organization.

               Operating Income -- Income from operations was $20.1 million or
4.9% of net sales for the year ended March 31, 1998 as compared to $3.8 million
or 2.8% of net sales for the year ended March 31, 1997. For fiscal 1998,
operating income benefited from the growth in the light truck and SUV programs
as well acquisitions during the year. The increase in operating margin reflects
the continued improvement of operations, implementation of cost saving programs
and the gain on the sale of equipment of the laser welding operations. Partially
offsetting the increase was the recording of restructuring charges as a part of
the Company's overall plant rationalization initiatives.

               Other Income - Other income for the year ended March 31, 1998 was
$0.3 million or .07% of net sales as compared to $2.2 million or 1.6% of net
sales for the year ended March 31, 1997. The decrease was due



                                       17
<PAGE>   19

primarily to foreign currency exchange transactions gains recorded in fiscal
1997 that were not present in fiscal 1998.

               Interest Expense - Interest expense for the year ended March 31,
1998 was $10.7 million or 2.6% of net sales as compared to $3.4 million or 2.5%
of net sales for the year ended March 31, 1997. While interest as a percentage
of net sales remained relatively flat, the overall increase in expense was due
primarily to the issuance of $125.0 million of 10 1/8% Senior Subordinated Notes
on June 24, 1997. The Notes represent both incremental borrowing as well as an
increased interest rate as compared to outstanding debt of the prior period.
Proceeds of the Notes were used to payoff existing debt and support the
acquisition activities of the Company. The increase in interest expense was
partially offset by interest income derived over the year on unused bond
proceeds available for short term investment.

               Income Tax -- Income tax expense was $4.1 million or 1.0% of net
sales for the period ended March 31, 1998 as compared to $1.1 million or 0.8% of
net sales for the year ended March 31, 1997. The increased income tax of $3.0
million is a result of the $7.1 million increase in income before taxes for the
year ended March 31, 1998 as compared to the previous year and an increase in
the overall effective tax rate of the Company.

               Net Income - Net income was $5.6 million or 1.4% of net sales for
the year ended March 31, 1998 as compared to $1.5 million or 1.1% of net sales
for the year ended March 31, 1997. The improvement of $4.1 million was a result
of increased operating and other income of $14.4 million, offset by the increase
in interest expense of $7.3 million and income taxes of $3.0 million,
respectively.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

               Net income adjusted for non-cash charges generated approximately
$16.4 million of cash for the year ended March 31, 1999. Cash increased during
the period based on overall increases in trade accounts payable of $29.0
million, and accrued expenses, income taxes payable, and other non-current
liabilities of $13.2 million. Cash also increased due to an overall decrease in
prepaid expenses and other current assets of $4.3 million. The increase in cash
was offset by an increase in trade accounts receivable of $38.7 million, an
increase in inventory of $2.7 million, an increase in reimbursable tooling of
$4.5 million, an increase in other non-current assets of $4.1 million, and a
decrease in restructuring reserve of $7.1 million. During the year, the Company
used approximately $96.0 million for investing activities, including the
acquisitions of the Suspension Division and Cofimeta, offset primarily by the
net proceeds from the sale of an equity interest in a publicly traded automotive
supplier. The overall cash requirements were funded by approximately $98.4
million of incremental borrowings.

               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, 1999, we
had no borrowings under the working capital revolver, no borrowings under the
tooling revolver and $4.7 million in outstanding letters of credit to support
certain Industrial Development Revenue Bonds and workers compensation
commitments. Approximately $140.3 million was available under the revolver at
March 31, 1999, reduced for the effect of the Letters of Credit, including $35.0
million available under the revolver for customer tooling. At June 1, 1999 we
had approximately $127.0 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.

               During fiscal 1998, we received net proceeds of $37.6 million
from the offering of $125.0 million of 10 1/8% Senior Subordinated Notes due
2007 ("the Series A Notes"), after payment of approximately $83.1 million


                                       18
<PAGE>   20

to refinance existing indebtedness and approximately $4.3 million in issuance
costs. We used approximately $23.2 million and $2.5 million respectively toward
the acquisitions of Howell and RPIH and related expenses. The remainder of the
proceeds were used for general corporate purposes and in part to fund the
acquisition of the Suspension Division. The balance of the Suspension Division
acquisition was funded by the issuance of the Series B Notes, which were issued
April 1, 1998 and are substantially identical to, and rank pari passu in right
of payment with Series A Notes. On December 8, 1998 we issued the Series C
Notes. The net proceeds received from this offering were $41.5 million and were
used to repay borrowings under the Senior Credit Facility and for working
capital and other general corporate purposes. The Series C Notes are
substantially identical to, and rank pari passu in right of payment with the
Series A and Series B Notes (together with the Series C Notes, "the Notes").

               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
will represent 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 $33.6 million, or 5.7%
of net sales for the year ending March 31, 1999 as compared to $16.7 million, or
4.1% of net sales for the year ended March 31, 1998. The increase of $16.9
million was due primarily to the Saturn LS program launch ($6.1 million), the
redeployment of a press line to Argos, Indiana ($3.6 million) and the addition
of a third press line in Masury, Ohio ($2.1 million). 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 2000, our capital expenditures are expected to be
$35.8 million, consisting of a $23.3 million investment to support new business
and increase capacity, $7.2 million for maintenance, rebuilds and improvements,
and $5.3 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 a new facility being built 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
will support a General Motors hood, door and underbody assembly program (SUV/
Hybrid vehicle) slated to begin production in April 2000. The program is
expected to generate approximately $90.5 million of sales when in full
production. We were awarded substantially all closure panels and 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 $5.6 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.


IMPACT OF GM STRIKE

         During a portion of the fiscal year ended March 31, 1999, substantially
all of GM vehicle production was shut down due to two local strikes in Flint,
Michigan. GM is a significant customer of ours and the prolonged



                                       19
<PAGE>   21

shutdown had an adverse effect on our results of operations for the fiscal year
ended March 31, 1999. We took all steps necessary to lessen the overall impact.
The effect of the strike on this period was as follows:

<TABLE>
<CAPTION>
                                            Fiscal Year Ended
                                             March 31, 1999
                                           ---------------------
                                           (dollars in millions)
<S>                                                <C>
                  Sales                            $(12.7)
                  Gross Profit                       (5.2)
                  Net Income                         (3.1)
                  EBITDA                             (5.2)
</TABLE>


YEAR 2000

         We are aware of the potential impact of the millennium change on
business. In response, we have created a Year 2000 project team to perform
inventory, remediation, and testing of possibly affected systems. The Year 2000
project team is coordinated at the corporate level with support from senior
management. Key individuals at the facility level are executing the Year 2000
efforts. We have also employed some external Year 2000 contractors to assist
with compliance in some areas. We are following the Year 2000 guidelines set
forth by the Automotive Industry Action Group ("AIAG") and are reporting Year
2000 status quarterly to the AIAG.

         We have broken the Year 2000 program into the following assessment
areas: business computer systems, desktop computing, network infrastructure,
voice systems, shop floor systems, non-information technology items, and
suppliers/business partners. As it relates to the AIAG areas for evaluation, we
do not have dedicated product-testing facilities nor do our products contain any
computer chips. We have completed a significant portion of Year 2000 remediation
with the remainder to be finalized by July 31, 1999. In addition, we are
committed to complete Year 2000 testing between March 31, 1999 and September 31,
1999. We will continue Year 2000 compliance testing throughout 1999 to ensure
that regression does not occur.

         We have completed a thorough assessment of all manufacturing,
administrative and management software. We have begun to upgrade certain
software modules and/or code to comply with AIAG Year 2000 guidelines and
timing. At the same time, we are implementing new software where compliance
through upgrade could not be achieved in either a timely or cost effective
manner. We are on target and expect to achieve Year 2000 compliance for all of
our software by July 31, 1999. Further, we initiated the move to a common
software system as we continue the implementation effort across all facilities.

         We are assessing the Year 2000 readiness of our external suppliers,
business partners, and service providers to ensure that business associations
will not be negatively impacted by the Year 2000 date. We will use alternate
sourcing and contingency planning in situations that threaten our ability to
deliver products or conduct business. Since these other companies are in various
stages of Year 2000 readiness, we will be monitoring their progress throughout
1999, assessing associated risks, and taking a course of action to ensure
business continuity.

         In addition to efforts of our internal staff, we are using external
resources to complete the project. The cost of external resources for 1998
totaled $0.3 million and the total capital spending for 1998 was $1.4 million of
which, approximately $0.4 million relates to software projects. In 1999, the
external costs were $0.4 million, which related to remediation activities
derived from Year 2000 testing, and capital expenditures were $0.5 million.

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.


                                       20
<PAGE>   22

         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, 1999. 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, 1999. Based on this analysis, a 10% change in the average
cost of our variable rate debt would not have a material effect on our earnings.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

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

               Not applicable.

                                    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               47                Chairman of the Board of Directors
Rex E. Schlaybaugh, Jr      50                Vice Chairman of the Board of Directors and Secretary
Steven M. Abelman           48                Director, President and Chief Executive Officer
Manfred J. Walt             46                Director
Dennis K. Pawley            57                Director
Aurelian Bukatko            48                Senior Vice President-Chief Financial Officer
</TABLE>


                                       21
<PAGE>   23

<TABLE>

<S>                         <C>               <C>
Larry C. Cornwall           51                Senior Vice President-Sales and Engineering
John H. Ferguson            50                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.

         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
May1998, 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.

         Dennis K. Pawley, Director. Mr. Pawley was appointed a director of
Oxford Automotive in 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 was appointed Senior Vice President-Chief Financial Officer of Oxford
Automotive in 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.



                                       22
<PAGE>   24

         Larry C. Cornwall, Senior Vice President-Sales and Engineering. Mr.
Cornwall was appointed Vice President- Sales and Engineering of Oxford
Automotive in May 1997. 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 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.

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                                             Annual Compensation

                                               ------------------------------------------------
    Name and Principal                                                                          All Other Compensation (1)
         Position                 Year               Salary ($)               Bonus ($)                   ($)
------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                      <C>                       <C>
Steven M. Abelman,                1999                $291,669                 $74,500                   $2,687
President and CEO (2)             1998                 230,769                 150,000                      937
                                  1997                    -                        -                        -

Selwyn Isakow,                    1999                 108,333                  37,500                      -
Chairman (3)                      1998                  95,577                 101,250                      -
                                  1997                    -                        -                        -

Rex E. Schlaybaugh, Jr.,          1999                 150,000                  37,500                      -
Vice Chairman (4)                 1998                 138,462                 101,250                      -
</TABLE>


                                       23
<PAGE>   25

<TABLE>

<S>                               <C>                 <C>                      <C>                       <C>
                                  1997                    -                        -                        -

Larry C. Cornwall, Senior         1999                 199,583                  37,500                    2,069
Vice President - Sales            1998                 161,846                  68,000                    2,354
and Engineering                   1997                 124,196                  36,000                      -

Donald C. Campion, Senior         1999                 182,159                     -                      2,862
Vice President and CFO (5)        1998                 147,808                  52,500                    1,113
                                  1997                    -                        -                        -
</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. The amount for Mr. Campion includes
              $1,500 he received in connection with his separation from the
              Company. The Company has agreed to pay Mr. Campion an additional
              $50,000 in connection with such separation during the current
              fiscal year.
         (2)  Mr. Abelman was appointed President and Chief Executive Officer in
              May 1997. See "-Employment Agreements."
         (3)  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 two fiscal years in connection with his position
              as Chairman of the Board of the Company.
         (4)  Mr. Schlaybaugh did not receive any compensation from the Company
              prior to the 1998 fiscal year.
         (5)  Mr. Campion was appointed Senior Vice President-Chief Financial
              Officer of Oxford Automotive in July 1997 and resigned from his
              position with Oxford Automotive on February 6, 1999. See
              "--Employment Agreements."


EMPLOYMENT AGREEMENTS

         As of May 1, 1997, 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. 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
Senior Vice President-Sales and Marketing of BMG on an "at-will" basis. Mr.
Cornwall has subsequently been appointed as Senior Vice President-Sales and
Engineering of Oxford Automotive. The agreement provides that Mr. Cornwall will
receive an annual base salary, will be eligible to receive a bonus of up to 35%
of his salary as determined by the Board of Directors 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.

         As of July 21, 1997, Oxford Automotive and Donald C. Campion entered
into an Employment and Noncompetition Agreement. The agreement provided that Mr.
Campion would serve as Senior Vice President-Chief Financial Officer of Oxford
Automotive on an "at-will" basis. The agreement provided that Mr. Campion would
receive an annual base salary, would be eligible to receive a bonus of up to 50%
of his salary as determined by the


                                       24
<PAGE>   26

Board of Directors of Oxford Automotive, and would be entitled to certain fringe
benefits. Mr. Campion also agreed not to compete with the Company during the
period of his employment and for two years following the termination of his
employment. Upon his resignation, Mr. Campion agreed to certain severance
arrangements with the Company, and his shares were repurchased in accordance
with his Employment and Noncompetition Agreement.

         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 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, 1999, we paid Oxford Investment
management fees and expenses of approximately $1.076 million, and investment
banking fees of $1.747 million.

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

         As of May 15, 1999, 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 May 15, 1999 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


                                       25
<PAGE>   27

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)..............................              162,584             52.49%
                 2000 N. Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 Rex E. Schlaybaugh, Jr ........................               20,900              6.75%
                 2000 N. Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 Steven M. Abelman (2) .........................               12,326              3.98%
                 Manfred J. Walt ...............................                2,300              0.74%
                 175 Boor 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...............................                3,000              0.97%
                 Larry C. Cornwall .............................                7,000              2.26%
                 Robert H. Orley ...............................               20,600              6.65%
                 2000 N. Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 Gregg L. Orley ................................               20,600              6.65%
                 2000 N. Woodward Avenue, Suite 130,
                 Bloomfield Hills, Michigan  48304
                 All directors and officers as a group (8 persons) (1)(2)     213,310             68.96%
</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 49,450 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.



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

                                       26
<PAGE>   28

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, 1999 the principal amount outstanding
of the note was $104,000.

         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 a one year period, which
commenced on February 15, 1999. As compensation for such consulting services we
will pay Performance Learning a $100,000 retainer, $5,000 per day for each day a
principal of Performance Learning performs consulting services for the Company,
and $1,000 per day for each day a non-principal of Performance Learning performs
consulting services for the Company. The retainer is payable in two equal
installments and the second installment will not be paid if we terminate the
agreement after six months. We will pay additional amounts to reimburse
Performance Learning for reasonable expenses it incurs 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 the firm as general
counsel.




                                       27
<PAGE>   29


                                     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, 1999:

             (i)  Report on Form 8-K, dated February 5, 1999, was filed by the
     Company on February 18, 1999; such report contained information under Item
     2 with respect to the acquisition of Cofimeta.



                                       28
<PAGE>   30


                             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, 1999 and 1998........................................   F-3

Consolidated Statements of Operations for the years ended March 31, 1999, 1998 and 1997..........   F-4

Consolidated Statements of Comprehensive Income and Changes in Shareholders' Equity for the years
ended March 31, 1999, 1998 and 1997..............................................................   F-5

Consolidated Statements of Cash Flows for the years ended March 31, 1999, 1998 and 1997..........   F-6

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


Financial Statement Schedules:

                     II - Valuation and Qualifying Accounts










                                      F-1
<PAGE>   31


                        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, 1999 and 1998 and the results of their operations and

their cash flows for the years ended March 31, 1999, 1998 and 1997 in conformity

with generally accepted accounting principles. These financial statements are

the responsibility of the Company's management; our responsibility is to express

an opinion on these financial statements based on our audits. We conducted our

audits of these statements in accordance with generally accepted auditing

standards 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
May 24, 1999








                                      F-2

<PAGE>   32

OXFORD AUTOMOTIVE, INC.

<TABLE>
<CAPTION>

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

                                                                                          MARCH 31,
                                                                                     1999         1998
<S>                                                                             <C>           <C>
ASSETS
Current assets
   Cash and cash equivalents                                                    $    19,008   $    18,321
   Trade receivables, net                                                           152,281        65,273
   Inventories                                                                       48,104        21,305
   Refundable income taxes                                                                          1,601
   Reimbursable tooling                                                              23,201        13,315
   Deferred income taxes                                                              3,669         4,399
   Unexpended bond proceeds                                                                         4,159
   Prepaid expenses and other current assets                                         18,225         2,803
                                                                                -----------   -----------
     Total current assets                                                           264,488       131,176
Marketable securities                                                                               8,627
Other noncurrent assets                                                              29,677        10,116
Deferred income taxes                                                                25,366         6,405
Property, plant and equipment, net                                                  223,399       163,708
                                                                                -----------   -----------

     TOTAL ASSETS                                                               $   542,930   $   320,032
                                                                                ===========   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Trade accounts payable                                                       $   109,343   $    52,214
   Accrued expenses and other current liabilities                                    54,444        17,050
   Restructuring reserve                                                              8,747         6,363
   Current portion of borrowings                                                     11,504        10,965
                                                                                -----------   -----------
     Total current liabilities                                                      184,038        86,592
Pension liability                                                                     7,069         4,727
Postretirement medical benefits liability                                            42,703        35,992
Deferred income taxes                                                                11,867        15,332
Other noncurrent liabilities                                                          3,648         2,596
Long-term borrowings - less current portion                                         252,358       128,483
                                                                                -----------   -----------
     Total liabilities                                                              501,683       273,722
                                                                                -----------   -----------
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 1999 and 1998 (Notes 3 and 12)                                   40,319        40,192
                                                                                -----------   -----------
Shareholders' equity
   Common stock, no par value, 400,000 shares authorized; 309,750
    shares issued and outstanding at March 31, 1999 and 1998                          1,050         1,050
   Accumulated other comprehensive income                                            (6,705)          318
   Retained earnings                                                                  6,583         4,750
                                                                                -----------   -----------
     Total shareholders' equity                                                         928         6,118
                                                                                -----------   -----------

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                 $   542,930   $   320,032
                                                                                ===========   ===========

</TABLE>

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






                                      F-3

<PAGE>   33
OXFORD AUTOMOTIVE, INC.
<TABLE>
<CAPTION>

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

                                                                       YEAR ENDED MARCH 31,
                                                          ----------------------------------------------
                                                              1999              1998              1997
<S>                                                       <C>              <C>               <C>
Net sales                                                 $   591,645      $   410,321       $   136,861
Cost of sales                                                 536,578          368,420           125,375
                                                          -----------      -----------       -----------
   GROSS PROFIT                                                55,067           41,901            11,486
Selling, general and administrative                            32,770           21,839             7,685
Restructuring provision                                         1,151            1,610
Gain on sale of equipment                                        (777)          (1,602)
                                                          -----------      -----------       -----------
   OPERATING INCOME                                            21,923           20,054             3,801
Other income (expense)
   Interest expense                                           (20,903)         (10,710)           (3,388)
   Other                                                        4,445              321             2,201
                                                          -----------      -----------       -----------
INCOME BEFORE PROVISION FOR INCOME TAXES                        5,465            9,665             2,614
Provision for income taxes                                     (2,312)          (4,074)           (1,065)
                                                          -----------      -----------       -----------
NET INCOME                                                      3,153            5,591             1,549

Accrued dividends and accretion on
 redeemable preferred stock                                     1,320            1,334               300
                                                          -----------      -----------       -----------

NET INCOME APPLICABLE TO COMMON STOCK                     $     1,833      $     4,257       $     1,249
                                                          ===========      ===========       ===========

NET INCOME PER SHARE (BASIC AND DILUTED)                  $      5.92      $     13.74       $      9.37
                                                          ===========      ===========       ===========

</TABLE>


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








                                      F-4

<PAGE>   34
OXFORD AUTOMOTIVE, INC.

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN
 SHAREHOLDERS' EQUITY
(DOLLAR AMOUNTS IN THOUSANDS)
------------------------------------------------------------------------------------------------------------------

                                                                        ACCUMULATED
                                                                           OTHER
                                                          CAPITAL      COMPREHENSIVE       RETAINED
                                                           STOCK          INCOME           EARNINGS       TOTAL

<S>                                                     <C>              <C>              <C>           <C>
BALANCES AT MARCH 31, 1996                              $     750        $   (230)        $     415     $    935
Comprehensive income
    Net income                                                                                1,549        1,549
    Foreign currency translation adjustments                                  (33)                           (33)
    Equity adjustment for minimum pension
     liability (net of tax of $12)                                            (18)                           (18)
                                                                                                        --------
    Comprehensive income                                                                                   1,498
Accrued dividends and accretion of
 redeemable preferred stock                                                                    (300)        (300)
Issuance of common stock, net of redemptions                  300                               (92)         208
                                                        ---------        --------         ---------     --------
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
                                                        =========        ========         =========     ========

</TABLE>

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







                                      F-5

<PAGE>   35

OXFORD AUTOMOTIVE, INC.

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------------

                                                                                   YEAR ENDED MARCH 31,
                                                                     ----------------------------------------------
                                                                         1999              1998             1997
<S>                                                                  <C>              <C>               <C>
OPERATING ACTIVITIES
Net income                                                           $     3,153      $     5,591       $     1,549
Adjustments to reconcile net income to net cash
 provided by (used in) operating activities
   Depreciation and amortization                                          25,450           20,279             5,041
   Deferred income taxes                                                  (7,963)             137             2,136
   Gain on sale of equipment                                                (777)          (1,586)             (195)
   Gain on sale of marketable securities                                  (3,459)
   Changes in operating assets and liabilities affecting cash
     Trade receivables                                                   (38,692)          (4,615)           (8,953)
     Inventories                                                          (2,718)           1,496              (299)
     Reimbursable tooling                                                 (4,502)          (7,368)           (1,601)
     Prepaid expenses and other assets                                     4,250              569               129
     Other noncurrent assets                                              (4,139)            (836)            3,544
     Trade accounts payable                                               28,971           11,416              (605)
     Accrued expenses and other liabilities                                6,533           (2,997)           (7,957)
     Restructuring reserve                                                (7,051)            (745)             (398)
     Income taxes payable/refundable                                       1,601            2,914              (199)
     Other noncurrent liabilities                                          5,087            1,731               (39)
                                                                     -----------      -----------       -----------
       NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                 5,744           25,986            (7,847)
                                                                     -----------      -----------       -----------
INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired                             (75,080)         (24,219)           (9,309)
Purchase of property, plant and equipment                                (33,625)         (16,723)           (3,326)
Proceeds from sale of equipment                                            1,550            5,433               341
Purchases of marketable securities                                          (892)          (7,658)
Proceeds from sale of marketable securities                               12,009
                                                                     -----------      -----------       -----------
     NET CASH USED IN INVESTING ACTIVITIES                               (96,038)         (43,167)          (12,294)
                                                                     -----------      -----------       -----------
FINANCING ACTIVITIES
Issuance of share capital                                                                                       300
Proceeds from borrowing arrangements                                     108,544          126,653            78,823
Principal payments on borrowing arrangements                             (10,161)         (93,782)          (49,186)
Payment of preferred stock dividends                                      (1,194)          (1,193)
Debt financing costs                                                      (5,195)          (5,372)
Redemption and retirement of common stock                                                                       (92)
                                                                     -----------      -----------       -----------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                            91,994           26,306            29,845
                                                                     -----------      -----------       -----------
Effect of exchange rate changes on cash                                   (1,013)            (475)              (33)
                                                                     -----------      -----------       -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                    687            8,650             9,671
Cash and cash equivalents at beginning of period                          18,321            9,671
                                                                     -----------      -----------       -----------

Cash and cash equivalents at end of period                           $    19,008      $    18,321       $     9,671
                                                                     ===========      ===========       ===========

Cash paid for interest                                               $    19,583      $     7,338       $     3,033
                                                                     ===========      ===========       ===========

Cash paid for income taxes                                           $     2,900      $     4,670       $         -
                                                                     ===========      ===========       ===========

</TABLE>


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







                                      F-6

<PAGE>   36
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 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,
                                                 ----------------------------
                                                  1999       1998       1997

<S>                                                <C>        <C>        <C>
     General Motors Corporation                    47%        54%        62%
     Ford Motor Company                            35%        31%        17%
     DaimlerChrysler Corporation                   13%         9%        -

</TABLE>

     Accounts receivable from General Motors Corporation, Ford Motor Company,
     DaimlerChrysler Corporation, and Renault represent approximately 33%, 20%,
     14%, and 12% respectively, of the March 31, 1999 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, 1999. 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.; and Oxford Suspension Ltd. 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>   37
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, 1999 and 1998, the carrying amount of financial instruments
     such as cash and cash equivalents, trade receivables and payables and
     unexpended bond proceeds, approximated their fair values. The carrying
     amount of the borrowings at March 31, 1999 and 1998 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 $206,000 at March 31, 1999. The Company had outstanding
     forward foreign currency exchange contracts with a notional value of
     $49,150 at March 31, 1999.

     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.

     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 ($1,551 and $2,676 at March 31, 1999 and 1998,
     respectively) or equipment depending upon the ultimate title holder of the
     tooling assets.

     UNEXPENDED BOND PROCEEDS
     Unexpended bond proceeds in the accompanying consolidated balance sheet
     represent unexpended proceeds from the issuance of industrial development
     revenue bonds by Creative Fabrication Corporation (Creative), a
     wholly-owned subsidiary of Lobdell, as discussed in Note 8. Unexpended bond
     proceeds are invested in allowable money market accounts and commercial
     paper with a maturity of 90 days or less. During 1999, these funds were
     used to redeem a portion of the bonds outstanding.















                                      F-8

<PAGE>   38
OXFORD AUTOMOTIVE, INC.

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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

<TABLE>
<CAPTION>

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

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

     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, 1999, this
     investment, classified in other noncurrent assets, is carried at $5,754
     compared with underlying equity in net assets of $3,569. The difference
     between these amounts is amortized over 40 years. Cash dividends received
     from Metalcar in 1999 were $490.







                                      F-9

<PAGE>   39
OXFORD AUTOMOTIVE, INC.

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

2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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.
     During fiscal 1997, the Company recognized a gain of approximately $2,000
     related to certain foreign currency exchange transactions terminated during
     the year. The gain is included as a component of other income in the
     accompanying March 31, 1997 statement of operations. Had the foreign
     currency exchange transactions not been terminated, the recognized gain
     would normally have been recorded as a component of sales.

     FOREIGN CURRENCY TRANSLATION
     The foreign currency financial statements of BMGH and Oxford France, 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
     Effective April 1, 1998, the Company adopted Statement of Financial
     Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income". This
     Statement requires that all items recognized under accounting standards as
     components of comprehensive earnings be reported in the financial
     statements. This disclosure is included in the accompanying Consolidated
     Statements of Comprehensive Income and Changes in Shareholders' Equity. The
     Company has classified items of other comprehensive earnings by their
     nature in its financial statements. Prior years' financial statements have
     been classified to conform to these requirements.










                                      F-10

<PAGE>   40
OXFORD AUTOMOTIVE, INC.

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


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Accumulated other comprehensive income consisted of the following
     components as of March 31:

<TABLE>
<CAPTION>

                                                              1999        1998

     <S>                                                    <C>          <C>
     Foreign currency translation adjustments               $(6,705)     $  (651)
     Unrealized gain on marketable securities                                969
                                                            -------      -------

     Total accumulated other comprehensive income           $(6,705)     $   318
                                                            =======      =======
</TABLE>

     The Company adopted SFAS 132, "Employers' Disclosures about Pensions and
     Other Postretirement Benefits." This Statement revises employers'
     disclosures about pension and other postretirement plans as described in
     Note 11. It does not change the measurement or recognition of such plans,
     but standardizes the disclosure requirements to the extent practical,
     requires additional information on changes in the benefit obligations and
     fair values of plan assets to facilitate financial analysis, and eliminates
     certain disclosures that are perceived to be no longer useful.

     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 1999, the Company capitalized $300
     of internal costs in accordance with this statement that previously would
     have been expensed.

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

3.   ACQUISITIONS

     On January 10, 1997, the Company acquired Lobdell for aggregate
     consideration of $51,754, including acquisition expenses. The acquisition
     was financed through the issuance of preferred stock described in Note 12
     and a term loan which was subsequently refinanced. 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 Lobdell's
     operating results have been included with those of the Company since the
     date of acquisition.









                                      F-11

<PAGE>   41
OXFORD AUTOMOTIVE, INC.

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

3.   ACQUISITIONS (CONTINUED)

     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.

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

<TABLE>
<S>                                                                    <C>
     Current assets                                                    $ 25,034
     Other noncurrent assets                                              7,337
     Goodwill                                                             4,165
     Property, plant and equipment                                       30,561
     Current liabilities                                                (10,946)
     Long-term liabilities                                               (1,801)
                                                                       --------

                                                                       $ 54,350
                                                                       ========

</TABLE>







                                      F-12

<PAGE>   42
OXFORD AUTOMOTIVE, INC.

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

3.   ACQUISITIONS (CONTINUED)

     On February 5, 1999, Oxford France acquired 100% of the shares of
     Cofimeta S.A. and approximately 99% of the shares of its four
     subsidiaries; Somenor S.A.; Aubry S.A.; Ecrim S.A.; and Socori
     Technologies S.A (collectively "Cofimeta"). Cofimeta was acquired for
     $37,045 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 preliminarily allocated to the assets acquired and liabilities
     assumed based on their estimated fair values at the date of acquisition.
     Management expects that the allocation will be finalized by the end of
     fiscal year 2000. Cofimeta'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                                                   $  93,651
     Property, plant and equipment                                       24,090
     Deferred tax asset                                                  12,616
     Current liabilities                                                (45,448)
     Long-term liabilities                                              (21,692)
                                                                      ---------

                                                                      $  63,217
                                                                      =========
</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 had occurred at the beginning of fiscal 1999 and
     1998. The pro forma information is not intended to be a projection of
     future results.

<TABLE>
<CAPTION>

                                                         YEAR ENDED MARCH 31,
                                                         --------------------
                                                         1999           1998
                                                             (UNAUDITED)
<S>                                                   <C>           <C>
     Net sales                                        $  766,747    $   765,194
     Net income (loss)                                $    6,827    $   (11,697)
     Net income (loss) applicable to common shares    $    5,507    $   (13,031)
     Net income (loss) per common share               $    17.78    $   (42.07)
</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>   43
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>

                                                              1999       1998
<S>                                                       <C>          <C>
     Trade receivables                                    $ 156,787    $ 65,673
     Less - allowance for doubtful accounts                  (4,506)       (400)
                                                          ---------    --------

     Trade receivables, net                               $ 152,281    $ 65,273
                                                          =========    ========
</TABLE>

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

5.   INVENTORIES

     Inventories are comprised of the following at March 31:

<TABLE>
<CAPTION>

                                                              1999       1998
<S>                                                       <C>          <C>
     Raw materials                                        $  23,154    $  6,737
     Finished goods and work-in-process                      28,646      15,135
                                                          ---------    --------
                                                             51,800      21,872
     LIFO and other reserves                                 (3,696)       (567)
                                                          ---------    --------

                                                          $  48,104    $ 21,305
                                                          =========    ========
</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>

                                                              1999        1998
<S>                                                       <C>         <C>
     Land and land improvements                           $   7,492   $   5,432
     Buildings and improvements                              39,895      29,126
     Machinery and equipment                                195,576     140,095
     Construction-in-process                                 26,715      12,204
                                                          ---------   ---------
                                                            269,678     186,857
     Less - accumulated depreciation                        (46,279)    (23,149)
                                                          ---------   ---------

                                                          $ 223,399   $ 163,708
                                                          =========   =========
</TABLE>




                                      F-14
<PAGE>   44
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 $6,700 was idle at March 31,
     1999. Management intends to redeploy these assets amongst its operating
     facilities and does not believe that the net book value of these assets is
     impaired at March 31, 1999.

     In 1999 and 1998, the Company sold assets acquired in connection with the
     acquisition of Lobdell and recorded gains on the sales of these assets of
     $600 and $1,602, 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 $2,280, is classified in prepaid expenses and other current
     assets as of March 31, 1999 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>

                                                          1999           1998
<S>                                                   <C>           <C>
     Employee compensation                            $   21,483    $     4,808
     Accrued income, value added and other taxes           9,683         (1,355)
     Accrued interest                                      6,276          3,627
     Accrued workers' compensation                         4,156          3,287
     Advances from customers                               2,085
     Accrued property taxes                                1,836          1,454
     Accrued medical benefits                              1,258          1,040
     Other                                                 7,667          4,189
                                                      ----------    -----------

                                                      $   54,444    $    17,050
                                                      ==========    ===========
</TABLE>













                                      F-15


<PAGE>   45
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>

                                                                                       1999              1998
<S>                                                                               <C>              <C>
     SERIES A, B & C 10.125% SENIOR SUBORDINATED NOTES DUE
      2007, OXFORD                                                                $     203,111    $      124,827
     BANK SYNDICATE - TERM LOAN, OXFORD
      Interest at variable rate over 30 day
     LIBOR (7.45% at
      March 31, 1999). Quarterly principal payments beginning
      July 1999, matures July 2004.                                                      30,000
     BANK SYNDICATE--REVOLVING CREDIT LINE, OXFORD
      Interest at prime rate
      (8.5% at March 31, 1998),
      repaid in full during fiscal 1999.                                                                    1,825
     SHARE PURCHASE OBLIGATION, OXFORD FRANCE
     Principal amount of $14,813 less unamortized discount
      of $1,867. Interest payable at 3%; discounted
      at 10%. Annual payments beginning February 2000,
      matures February 2002.                                                             12,946
     DEBT OBLIGATION, OXFORD FRANCE
     Principal amount of $6,583 less unamortized discount
      of $903. Interest payable at 2%; discounted
      at 10%. Annual payments beginning February 2000,
      matures February 2002.                                                              5,680
     CONTINUATION PLAN DEBT, OXFORD FRANCE
     Principal amount of $10,975 less unamortized discount
      of $4,511. Non-interest bearing; discounted at 10%.
      Annual payments beginning June 1999,
      matures June 2008.                                                                  6,464
     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             7,600
     Other                                                                                3,466             5,196
                                                                                  -------------    --------------
     Total                                                                              263,862           139,448
     Less - current portion of long-term borrowings                                     (11,504)          (10,965)
                                                                                  -------------    --------------

     Long-term borrowings - less current portion                                  $     252,358    $      128,483
                                                                                  =============    ==============
</TABLE>














                                      F-16

<PAGE>   46
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,
     1999, there were no borrowings outstanding under the revolving line of
     credit, $30,000 was outstanding under the term loan and $4,700 was
     outstanding under letters of credit, leaving $140,300 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.

     Aggregate maturities of long-term borrowings at March 31, 1999 are as
     follows:

<TABLE>
<S>                                                                   <C>
     2000                                                             $  11,504
     2001                                                                11,142
     2002                                                                13,942
     2003                                                                 6,926
     2004                                                                 8,473
     Thereafter                                                         211,875
                                                                      ---------

                                                                      $ 263,862
                                                                      =========
</TABLE>

















                                      F-17

<PAGE>   47
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
                                         -------------------------------------
                                          1999           1998            1997
<S>                                    <C>            <C>             <C>
     Current
       Federal                         $   6,037      $   3,116       $    (821)
       State                               1,078          1,098            (124)
       Foreign                             3,160
                                       ---------      ---------       ---------
                                          10,275          4,214            (945)
                                       ---------      ---------       ---------
     Deferred
        Federal                           (3,067)         2,300             899
        State                               (317)          (608)            137
        Foreign                           (4,579)        (1,832)            974
                                       ---------      ---------       ---------
                                          (7,963)          (140)          2,010
                                       ---------      ---------       ---------

                                       $   2,312      $   4,074       $   1,065
                                       =========      =========       =========
</TABLE>

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

<TABLE>
<CAPTION>

                                                   YEAR ENDED MARCH 31
                                          -------------------------------------
                                           1999           1998            1997
<S>                                        <C>            <C>             <C>
     Statutory rate                        35.0%          35.0%           34.0%
     Foreign rates varying from 35%, 35%
      and 34%, respectively                 0.1           (0.5)            1.8
     FSC Benefit                           (5.6)
     State taxes, net of federal benefit    9.0            3.3             0.3
     Nondeductible items                    5.8            1.9             4.1
     Other                                 (2.0)           2.5             0.5
                                           ----           ----            ----

     Effective income tax rate             42.3%          42.2%           40.7%
                                           ====           ====            ====
</TABLE>













                                      F-18



<PAGE>   48
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>

                                                        1999           1998
<S>                                                 <C>            <C>
     Deferred tax liabilities
       Tax depreciation in excess of book           $   (27,495)   $    (30,930)
       Inventory reserve                                   (149)         (1,581)
       Other                                             (3,295)           (170)
                                                    -----------    ------------
       Gross deferred tax liabilities                   (30,939)        (32,681)
                                                    -----------    ------------
     Deferred tax assets
       Postretirement medical benefits                   16,353          14,397
       Workers' compensation                              1,698           1,345
       Medical benefits accrual                             503             473
       Allowance for bad debts                            1,379              97
       AMT credit carryforward                              721
       Pension benefits                                   4,058           2,514
       Net operating loss carryforwards                  13,770           2,381
       Restructuring reserve                              3,498           3,698
       Foreign tax credit                                 1,445
       Other                                              4,982           3,448
                                                    -----------    ------------
       Gross deferred tax assets                         48,407          28,353
                                                    -----------    ------------
     Valuation allowance                                   (300)           (200)
                                                    -----------    ------------

     Net deferred tax asset (liability)             $    17,168    $     (4,528)
                                                    ===========    ============
</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, 1999. The federal net operating losses expire during 2011. The
     Company also has Foreign Tax Credit carryforwards for federal income tax
     purposes of $1,444 at March 31, 1999. These credits expire in 2004. In
     addition, the Company has Alternative Minimum Tax Credit carryforwards of
     $721, which have no expiration date.

     The Company has net operating loss carryforwards for Canadian income tax
     purposes with potential future tax deductions of approximately $13,991 at
     March 31, 1999. The Canadian net operating losses expire from 2004 to 2006.
     In addition, the Company has net operating loss carryforwards for Mexican
     income tax purposes with potential future tax deductions of approximately
     $4,391 at March 31, 1999. The Mexican net operating losses expire in six to
     ten years.











                                      F-19

<PAGE>   49
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 $34,705 at March 31,
     1999, of which $20,625 expire in three to five years. The remaining net
     operating losses do not have an expiration date.

     The Company has net operating loss carryforwards with potential future
     tax deductions of approximately $7,418 for state income tax purposes and
     Tennessee Jobs Tax Credit carryforwards of approximately $190 at March
     31, 1999, both of which expire between 2010 and 2012.

10.  RESTRUCTURING RESERVES

     A summary of the restructuring activity is presented below.

<TABLE>
<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
                                                                    ===========
</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 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.



                                      F-20
<PAGE>   50
OXFORD AUTOMOTIVE, INC.

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


10.   RESTRUCTURING RESERVES (CONTINUED)

      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
      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 should be completed by September 1999.

      In connection with the acquisition of Cofimeta, described in Note 3,
      management established certain restructuring reserves aggregating $8,581.
      Management's restructuring plan includes the 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. These restructuring actions
      should be completed during fiscal year 2000.

      The reversal of excess accruals recorded during the years ended March 31,
      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 17 noncontributory plans covering substantially all
      employees meeting the age and length of service requirements as specified
      in the plans. The plan covering salaried employees provides pension
      benefits that are based on a percentage of the employee's average monthly
      compensation during the five highest consecutive years out of their last
      ten years, and their years of credited service up to a maximum of 30
      years. The hourly plans do not provide for increases in future
      compensation levels. The Company's funding policy for the plan covering
      salaried employees is to make contributions in amounts sufficient to
      annually fund the plan's current service cost and the initial past
      service cost, plus interest, over a period of 30 years. Plans covering
      hourly employees generally provide benefits of stated amounts based on
      their unique labor agreements for each year of service. The Company's
      funding policy for these plans is to make at least the minimum annual
      contributions required by applicable regulations.

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

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








                                      F-21

<PAGE>   51
OXFORD AUTOMOTIVE, INC.

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

11.   BENEFIT PLANS (CONTINUED)

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

<TABLE>
<CAPTION>

                                                                                                    OTHER
                                                                                               POSTRETIREMENT
                                                                  PENSION PLANS                 BENEFIT PLANS
                                                           -------------------------    --------------------------
                                                              1999           1998            1999         1998
<S>                                                        <C>           <C>            <C>            <C>
      CHANGES IN PLAN ASSETS
        Beginning balance                                  $    71,224   $    55,520    $      -       $     -
        Assets acquired                                         33,525         5,058
        Actual return on plan assets                             4,197        12,573
        Employer contributions                                   5,353         2,650          1,334         1,211
        Benefits paid from plan assets                          (4,948)       (4,063)        (1,334)       (1,211)
        Other                                                   (3,168)         (514)
                                                           -----------   -----------    -----------    ----------
      Ending balance                                           106,183        71,224
                                                           -----------   -----------    -----------    ----------
      CHANGE IN BENEFIT OBLIGATIONS
        Beginning balance                                       72,529        59,070         40,661        38,136
        Obligations assumed                                     31,633         5,158          3,612
        Service cost                                             3,943         2,153          1,510         1,025
        Interest cost                                            7,118         4,828          3,522         2,711
        Plan amendments                                          1,591
        Actuarial loss (gain)                                      767         5,998             35
        Total benefits paid                                     (4,948)       (4,063)        (1,334)       (1,211)
        Other                                                   (3,115)         (615)
                                                           -----------   -----------    -----------    ----------
      Ending balance                                           109,518        72,529         48,006        40,661
                                                           -----------   -----------    -----------    ----------
      FUNDED STATUS                                             (3,335)       (1,305)       (48,006)      (40,661)
        Unrecognized net actuarial loss (gain)                   4,327        (1,053)         5,303         4,669
        Unrecognized prior service cost                          1,509           324
                                                           -----------   -----------    -----------    ----------

      NET AMOUNT RECOGNIZED IN THE
       CONSOLIDATED BALANCE SHEET                          $     2,501   $    (2,034)   $   (42,703)   $  (35,992)
                                                           ===========   ===========    ===========    ==========

      AMOUNTS RECOGNIZED IN THE CONSOLI-
       DATED BALANCE SHEET CONSIST OF
        Prepaid benefit cost                               $     9,570   $     2,693    $         -    $        -
        Accrued benefit liability                               (7,069)       (4,727)       (42,703)      (35,992)
                                                           -----------   -----------    -----------    ----------

      Net amount recognized                                $     2,501   $    (2,034)   $   (42,703)   $  (35,992)
                                                           ===========   ===========    ===========    ==========
</TABLE>








                                      F-22

<PAGE>   52
OXFORD AUTOMOTIVE, INC.

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

11.   BENEFIT PLANS (CONTINUED)

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

<TABLE>
<CAPTION>

                                                                                             1999         1998
<S>                                                                      <C>            <C>            <C>
        Fair value of plan assets                                                       $    38,637    $   25,885
        Benefit obligation                                                                   44,382        28,398

      COMPONENTS OF NET PERIODIC BENEFIT COST

<CAPTION>
                                                                              1999           1998         1997
<S>                                                                      <C>            <C>            <C>
        Pension benefits
          Service cost                                                   $     3,943    $     2,153    $    1,074
          Interest cost                                                        7,118          4,828         2,127
          Expected return on plan assets                                      (9,044)        (5,041)       (2,138)
          Amortization of prior service cost                                      40
          Recognized actuarial net loss                                           18              2
                                                                         -----------    -----------    ----------

          Net periodic benefit cost                                      $     2,075    $     1,942    $    1,063
                                                                         ===========    ===========    ==========

          Net periodic benefit cost of defined
           contribution plans                                            $       452    $       355    $       76
                                                                         ===========    ===========    ==========

        Other postretirement benefits
          Service cost                                                   $     1,510    $     1,025    $      272
          Interest cost                                                        3,522          2,711           623
          Recognized actuarial net loss                                           35
                                                                         -----------    -----------    ----------

          Net periodic benefit cost                                      $     5,067    $     3,736    $      895
                                                                         ===========    ===========    ==========

<CAPTION>

                                                                           1999            1998         1997
<S>                                                                      <C>            <C>            <C>
      Pension benefits
        Discount rate
          U.S. plans                                                         7.25%          7.25%        7.75%
          Canadian plans                                                     6.50%          6.50%        8.00%
        Expected return on assets
          U.S. plans                                                      8.50-9.00%        9.00%        9.00%
          Canadian plans                                                     8.50%          8.50%        8.50%
        Salary progression
          U.S. plans                                                         4.50%          4.50%        4.50%
          Canadian plans                                                     5.50%          5.50%        5.50%
      Other retirement benefits
        Discount rate                                                        7.25%          7.25%        7.75%

</TABLE>














                                      F-23

<PAGE>   53
OXFORD AUTOMOTIVE, INC.

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


11.   BENEFIT PLANS (CONTINUED)

      The weighted average annual assumed healthcare cost trend rate is 8.5% in
      1999 trending to 6.5% in 2009 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, 1999 by approximately $6,301 and net periodic postretirement benefit
      cost for the year ended March 31, 1999 by approximately $638.

      In addition to the above plans, the Company has a non-funded pension
      arrangement in France covering all employees. At March 31, 1999, accrued
      pension costs of $2,486 were included in accrued expenses.

12.   REDEEMABLE PREFERRED STOCK

      In connection with the acquisition of Lobdell described in Note 3, Series
      A $3.00 Cumulative Preferred Stock (Series A Preferred) with a face value
      of $39,754 was issued. The annual dividend on the Series A Preferred is
      $3.00 per share, payable semi-annually. Dividends on the Series A
      Preferred are cumulative, but do not bear interest. Under the terms of the
      issuance of the Series A Preferred (the Stock Agreement), the holders of
      the Series A Preferred maintain limited voting rights. Holders are
      entitled to vote on any provisions that would adversely affect their
      rights or privileges or management's plans to issue any equity securities
      that would rank prior to the Series A Preferred. Holders are also entitled
      to elect at least one director of Lobdell, which, under certain provisions
      of the Stock Agreement, may increase to two.

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

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

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

      The Series A Preferred has been included in the accompanying consolidated
      balance sheet at its fair value at the date of issuance of $39,754, and
      has been adjusted for accrued dividends and accretion totaling $565 and
      $438 for the years ended March 31, 1999 and 1998, respectively.








                                      F-24


<PAGE>   54
OXFORD AUTOMOTIVE, INC.

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


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 $1,076, $1,005, and $275 for the years ended March 31,
      1999, 1998 and 1997, respectively. In connection with the acquisitions of
      the Suspension Division and Cofimeta, Howell, and Lobdell, investment
      banking fees of $1,747, $230, and $300 were paid to The Oxford Investment
      Group, Inc., during the periods ended March 31, 1999, 1998 and 1997,
      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, 1999, 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, 1999:

<TABLE>
<S>                                                                <C>
      2000                                                         $     3,144
      2001                                                               8,505
      2002                                                               7,072
      2003                                                               5,980
      2004                                                               5,976
                                                                   -----------

                                                                   $    30,677
                                                                   ===========
</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 $5,575 per year beginning
      on April 1, 2000. 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 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
      $1,712 and $1,746 at March 31, 1999 and 1998, respectively, for estimated
      costs of known environmental matters.









                                      F-25

<PAGE>   55
OXFORD AUTOMOTIVE, INC.

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

14.   COMMITMENTS AND CONTINGENCIES (CONTINUED)

      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.

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
                                                                   ------------------------------------------
                                                                     1999            1998               1997
<S>                                                             <C>              <C>               <C>
      Net sales
        United States                                           $    378,227     $   324,335       $    54,660
        Canada                                                       167,547          85,030            82,201
        Mexico                                                         9,666             956
        Europe                                                        36,205
                                                                ------------     -----------       -----------

                                                                $    591,645     $   410,321       $   136,861
                                                                ============     ===========       ===========

      Operating income (loss)
        United States                                           $     19,405     $    22,234       $     1,101
        Canada                                                         2,116            (462)            2,700
        Mexico                                                        (1,152)         (1,718)
        Europe                                                         1,554
                                                                ------------     -----------       -----------

                                                                $     21,923     $    20,054       $     3,801
                                                                ============     ===========       ===========

      Identifiable assets
        United States                                           $    370,727     $   274,450       $   186,541
        Canada                                                        44,100          40,634            57,153
        Mexico                                                         5,373           4,948
        Europe                                                       122,730
                                                                ------------     -----------       -----------

                                                                $    542,930     $   320,032       $   243,694
                                                                ============     ===========       ===========
</TABLE>








                                      F-26

<PAGE>   56
OXFORD AUTOMOTIVE, INC.

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

16.  SUBSEQUENT EVENT

     On June 28, 1999, pursuant to a Participation Purchase Agreement,
dated as of June 28, 1999 (the "Wackenhut Purchase Agreement"), between a
wholly owned, indirect subsidiary of the Company (the "Purchaser") and Fawack
Holding GmbH and Fagro Press-und Stanzwerk GmbH (the "Sellers") and certain
other parties, the Purchaser acquired 100% of the shares of Gebr. Wackenhut
GmbH Karosserie-und Fahrzeugfabrik ("Wackenhut").  Wackenhut is an
unrestricted subsidiary under the Company's debt agreements.

     Pursuant to the terms of the Wackenhut Purchase Agreement, the Purchaser
agreed to pay DM 1 for the shares, provide DM 5 million (US$2.6 million) in
subordinated debt and additional paid in capital, restructure approximately DM
63.4 million (US$33.5 million) in bank debt, and purchase approximately DM 18.6
million (US$9.8 million) in bank and shareholder debt for DM 1.  In addition to
the restructuring of Wackenhut's credit facilities, the agreement provides
additional financing of approximately DM 16.6 million (US$9.0 million) under a
line of credit and up to DM 20.0 million (US$11.0 million) to fund capital
expenditures to support plant expansion and modernization.  The consideration
provided for in the Wackenhut Purchase Agreement was determined by the Company
after a complete review of Wackenhut's operations and negotiations  between
representatives of the Sellers and the banks.  The acquisition, subordinated
debt and additional paid in capital were financed from the Company's available
cash and credit facility with Bank One, as agent.

     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.  The
Company intends to continue and expand the current operations of Wackenhut.

17.  CONDENSED CONSOLIDATING INFORMATION

     The Notes are issued by Oxford Automotive, Inc. and guaranteed by certain
of its wholly-owned subsidiaries, including Lobdell, Howell, BMGH, RPIH and
Suspension (the Guarantor Subsidiaries). The Notes are not guaranteed by the
Company's other consolidated subsidiary, Oxford Mexico (the Non-guarantor
Subsidiary). 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
Subsidiary. Condensed consolidated financial information for the periods prior
to March 31, 1998 are not presented because the non-guarantors during those
periods were inconsequential, individually and in the aggregate, to the
consolidated financial statements, and management has determined that they would
not be material to investors.






















                                      F-27

<PAGE>   57
OXFORD AUTOMOTIVE, INC.

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------------------------------------------

                                                          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
   Reimbursable tooling                           3,010         8,766        11,425                        23,201
   Income taxes refundable
   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 (accumulated deficit)        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-28



<PAGE>   58
OXFORD AUTOMOTIVE, INC.

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
--------------------------------------------------------------------------------------------------------------------

                                                          NON-GUARANTOR   GUARANTOR     ELIMINATIONS/
                                               PARENT      SUBSIDIARY   SUBSIDIARIES     ADJUSTMENTS   CONSOLIDATED
<S>                                          <C>             <C>          <C>            <C>            <C>
ASSETS

Current assets
   Cash                                      $   13,673      $    322     $   4,326      $              $   18,321
   Receivables (net)                              7,206           868        64,652        (7,453)          65,273
   Inventories                                                     40        21,265                         21,305
   Reimbursable tooling                                                      13,315                         13,315
   Income taxes refundable                                                    1,601                          1,601
   Deferred income taxes                             92                       4,307                          4,399
   Prepaid expenses and other                       172            10         8,443        (1,663)           6,962
                                             ----------      --------     ---------      --------       ----------
      TOTAL CURRENT ASSETS                       21,143         1,240       117,909        (9,116)         131,176
Other noncurrent assets                          14,626            45        10,477                         25,148
Property, plant and equipment (net)               2,141         3,663       157,904                        163,708
Investment in consolidated subsidiaries          31,861                                   (31,861)
                                             ----------      --------     ---------      --------       ----------

      TOTAL ASSETS                           $   69,771      $  4,948     $ 286,290      $(40,977)      $  320,032
                                             ==========      ========     =========      ========       ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Accounts payable                          $      746      $    351     $  50,956      $    161       $   52,214
   Intercompany accounts                        (65,132)        6,041        52,986         6,105
   Restructuring reserve                                                      6,363                          6,363
   Accrued expenses and other                     2,281           104        23,983        (9,318)          17,050
   Current portion of borrowings                                             10,965                         10,965
                                             ----------      --------     ---------      --------       ----------
      TOTAL CURRENT LIABILITIES                 (62,105)        6,496       145,253        (3,052)          86,592
Pension liability                                                             4,727                          4,727
Postretirement medical benefits                                              35,992                         35,992
Deferred income taxes and other                     279          (576)       18,225                         17,928
Long-term borrowings                            124,828                       3,655                        128,483
                                             ----------      --------     ---------      --------       ----------
      TOTAL LIABILITIES                          63,002         5,920       207,852        (3,052)         273,722
                                             ----------      --------     ---------      --------       ----------
Redeemable preferred stock                                                   40,192                         40,192
                                             ----------      --------     ---------      --------       ----------
Shareholders' equity
   Common stock                                   1,050                      32,974       (32,974)           1,050
   Accumulated other comprehensive income           969           147          (798)                           318
   Retained earnings (accumulated deficit)        4,750        (1,119)        6,070        (4,951)           4,750
                                             ----------      --------     ---------      --------       ----------
      TOTAL SHAREHOLDERS' EQUITY                  6,769          (972)       38,246       (37,925)           6,118
                                             ----------      --------     ---------      --------       ----------

      TOTAL LIABILITIES AND SHAREHOLDERS'
       EQUITY                                $   69,771      $  4,948     $ 286,290      $(40,977)      $  320,032
                                             ==========      ========     =========      ========       ==========
</TABLE>










                                      F-29

<PAGE>   59
OXFORD AUTOMOTIVE, INC.

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
-------------------------------------------------------------------------------------------------------------------

                                                          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        32,176                         32,770
Restructuring provision                                           (59)        1,210                          1,151
Gain on sale of equipment                                         (16)         (761)                          (777)
                                             ----------      --------     ---------      --------       ----------
   OPERATING INCOME                               2,054           402        19,467                         21,923
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)        2,666                          5,465
Benefit (provision) for income taxes             (1,179)          107        (1,240)                        (2,312)
                                             ----------      --------     ---------      --------       ----------
INCOME BEFORE EQUITY IN INCOME OF
 CONSOLIDATED SUBSIDIARIES                          249          (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-30


<PAGE>   60
OXFORD AUTOMOTIVE, INC.

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
YEAR ENDED MARCH 31, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
-------------------------------------------------------------------------------------------------------------------

                                                          NON-GUARANTOR   GUARANTOR     ELIMINATIONS/
                                               PARENT      SUBSIDIARY   SUBSIDIARIES     ADJUSTMENTS   CONSOLIDATED
<S>                                          <C>             <C>          <C>            <C>            <C>
Sales                                        $        -      $    956     $ 409,365      $      -       $  410,321
Cost of sales                                                   2,674       365,746                        368,420
                                             ----------      --------     ---------      --------       ----------
   GROSS PROFIT                                                (1,718)       43,619                         41,901
Selling, general and administrative expenses       (665)                     22,504                         21,839
Restructuring provision                                                       1,610                          1,610
Gain on sale of equipment                                                    (1,602)                        (1,602)
                                             ----------      --------     ---------      --------       ----------
   OPERATING INCOME                                 665        (1,718)       21,107                         20,054
Other income (expense)
   Interest expense                                (467)            2       (10,245)                       (10,710)
   Other                                                           21           300                            321
                                             ----------      --------     ---------      --------       ----------
INCOME BEFORE BENEFIT (PROVISION)
   FOR INCOME TAXES                                 198        (1,695)       11,162                          9,665
Benefit (provision) for income taxes               (314)          576        (4,336)                        (4,074)
                                             ----------      --------     ---------      --------       ----------
INCOME BEFORE EQUITY IN INCOME OF
 CONSOLIDATED SUBSIDIARIES                         (116)       (1,119)        6,826                          5,591
Equity in income of consolidated subsidiaries     5,707                                    (5,707)
                                             ----------      --------     ---------      --------       ----------

NET INCOME                                   $    5,591      $ (1,119)    $   6,826      $ (5,707)      $    5,591
                                             ==========      ========     =========      ========       ==========
</TABLE>














                                      F-31

<PAGE>   61
OXFORD AUTOMOTIVE, INC.

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 1999
(DOLLAR AMOUNTS IN THOUSANDS)
-------------------------------------------------------------------------------------------------------------------

                                                                        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-32

<PAGE>   62
OXFORD AUTOMOTIVE, INC.

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
YEAR ENDED MARCH 31, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
-------------------------------------------------------------------------------------------------------------------

                                                                        NON-GUARANTOR      GUARANTOR
                                                             PARENT      SUBSIDIARY      SUBSIDIARIES  CONSOLIDATED
<S>                                                         <C>           <C>            <C>            <C>
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                                       $ (71,916)    $   3,801      $   94,101     $   25,986
                                                            ---------     ---------      ----------     ----------
INVESTING ACTIVITIES
Purchase of businesses, net of cash acquired                  (24,219)                                     (24,219)
Purchase of property, plant and equipment                      (2,228)       (3,774)        (10,721)       (16,723)
Proceeds from sale of equipment                                                               5,433          5,433
Purchases of marketable securities                             (7,658)                                      (7,658)
                                                            ---------     ---------      ----------     ----------
NET CASH USED IN INVESTING ACTIVITIES                         (34,105)       (3,774)         (5,288)       (43,167)
                                                            ---------     ---------      ----------     ----------
FINANCING ACTIVITIES
Proceeds from borrowing arrangements                          124,828                         1,825        126,653
Principal payments on borrowing arrangements                                                (93,782)       (93,782)
Payment of preferred stock dividends                                                         (1,193)        (1,193)
Debt financing costs                                           (5,372)                                      (5,372)
                                                            ---------     ---------      ----------     ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           119,456                       (93,150)        26,306
                                                            ---------     ---------      ----------     ----------
Effect of foreign currency rate fluctuations on cash                            295            (770)          (475)
                                                            ---------     ---------      ----------     ----------
NET INCREASE (DECREASE) IN CASH                                13,435           322          (5,107)         8,650
Cash at beginning of period                                       238                         9,433          9,671
                                                            ---------     ---------      ----------     ----------

Cash at end of period                                       $  13,673     $     322      $    4,326     $   18,321
                                                            =========     =========      ==========     ==========

</TABLE>















                                      F-33

<PAGE>   63

                             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,
                                                       1999            1998           1997
                                                       ----            ----           ----

<S>                                                   <C>             <C>              <C>
Balance, beginning of period                             400          1,272                39
Additions
    Acquisition                                        4,195            200             1,254
    Provision for additional allowance                    11                               12
Deductions
    Currency translation adjustments                                     (1)
    Reversals                                                          (644)
    Doubtful accounts (charged) recovered               (100)          (427)              (33)
                                                      ------           ----            ------
Balance, end of period                                $4,506           $400            $1,272
                                                      ======           ====            ======
</TABLE>


<PAGE>   64

                                   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 7,
1999.

                                   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 7, 1999.

<TABLE>
<CAPTION>

           SIGNATURE                                             TITLE
           ---------                                             -----


<S>                                                  <C>
/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
Steven M. Abelman                                    Director

/s/ Aurelian Bukatko
--------------------------------------               Senior Vice President-Chief Financial
Aurelian Bukatko                                     Officer (Principal Accounting and
                                                     Financial Officer)
/s/ Manfred J. Walt
--------------------------------------               Director
Manfred J. Walt

/s/ Dennis K. Pawley
--------------------------------------               Director
Dennis K. Pawley
</TABLE>


         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.



                                      S-1
<PAGE>   65

                                  EXHIBIT INDEX

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

   2.1            Agreement and Plan of Merger by and among Howell Industries,
                  Inc., the Company and HI Acquisition, Inc., dated May 21, 1997
                  (previously filed as Exhibit 2.1 to the Registrant's
                  Registration Statement on Form S-4, File No. 333-32975, and
                  incorporated herein by reference).

   2.2            Shareholders Agreement by and among the Company, HI
                  Acquisition, Inc., and NBD Bank and Morton Schiff, co-trustees
                  of the Herbert H. Freedland Marital Trusts, dated May 21, 1997
                  (previously filed as Exhibit 2.2 to the Registrant's
                  Registration Statement on Form S-4, File No.
                  333-32975, and incorporated herein by reference).

   2.3            Agreement and Plan of Merger dated as of November 14, 1996, by
                  and between Lobdell Emery Corporation, BMG-MI, Inc. (now known
                  as "Oxford Automotive, Inc."), L-E Acquisition, Inc., the
                  Shareholders of Lobdell Emery Corporation, and D. Kennedy
                  Fesenmyer, as Shareholders' Agent (previously filed as Exhibit
                  2.3 to the Registrant's Registration Statement on Form S-4,
                  Registration No. 333-32975).

   2.4            Amendment to Agreement and Plan of Merger, dated December 27,
                  1996 by and among Lobdell Emery Corporation, BMG-MI, Inc. (now
                  known as "Oxford Automotive, Inc."), L-E Acquisition, Inc., D.
                  Kennedy Fesenmyer, as Shareholders' Agent, and Lobdell
                  Holdings, Inc. (previously filed as Exhibit 2.4 to the
                  Registrant's Registration Statement on Form S-4, Registration
                  No. 333-32975)

   2.5            Agreement and Plan of Merger, dated as of January 8, 1997
                  among Lobdell Holdings, Inc. and BMG-MI, Inc. (now known as
                  "Oxford Automotive, Inc.") (previously filed as Exhibit 2.5 to
                  the Registrant's Registration Statement on Form S-4,
                  Registration No. 333-32975).

   2.6            Stock Purchase Agreement, dated as of November 25, 1997, by
                  and among Oxford Automotive, Inc. and the Shareholders of RPI
                  Holdings, Inc. (previously filed as Exhibit 2.1 to the
                  Registrant's Form 8-K dated November 25, 1997, and
                  incorporated herein by reference)

   2.7            Asset Purchase Agreement, dated as of March 13, 1998, between
                  Oxford Automotive, Inc. and Eaton Corporation. (previously
                  filed as Exhibit 2.1 to the Registrant's Form 8-K dated April
                  1, 1998, and incorporated herein by reference)

   2.8            Share and Debt Purchase and Sale Agreement (the "Purchase
                  Agreement") between Oxford Automotive France SAS and Groupe
                  Valfond SA, dated December 15, 1998 (previously filed as
                  Exhibit 2.1 to the Registrant's Quarterly Report on Form 10-Q
                  for the fiscal quarter ended December 31, 1998, File No.
                  333-58131, and incorporated herein by reference).

   2.9            Amendments No. 1 and 2 to the Share and Debt Purchase and Sale
                  Agreement, dated December 20, 1998 and December 28, 1998,
                  respectively, by and between Oxford Automotive France SAS and
                  Groupe Valfond SA (previously filed as Exhibit 2.8 to the
                  Registrant's Registration Statement on Form S-4, File No.
                  333-75849 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)


                                      E-1


<PAGE>   66


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

   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            *Amended and Restated Credit Agreement between the Company and
                  NBD Bank, as agent, dated May 14, 1999.

   4.3            Security Agreement between the Company and NBD Bank, as agent,
                  dated June 24, 1997 (previously filed as Exhibit 4.3 to the
                  Registrant's Registration Statement on Form S-4, File No.
                  333-32975, and incorporated herein by reference)

   4.4            Security Agreement between 829500 Ontario Limited and First
                  Chicago NBD Bank Canada dated June 24, 1997 (previously filed
                  as Exhibit 4.4 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   4.5            Security Agreement between 976459 Ontario Limited and First
                  Chicago NBD Bank Canada dated June 24, 1997 (previously filed
                  as Exhibit 4.5 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   4.6            Security Agreement between BMG Holdings, Inc. and First
                  Chicago NBD Bank Canada dated June 24, 1997 (previously filed
                  as Exhibit 4.6 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   4.7            Security Agreement between BMG North America Limited and First
                  Chicago NBD Bank Canada dated June 24, 1997 (previously filed
                  as Exhibit 4.7 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   4.8            Security Agreement among Lobdell Emery and its subsidiaries
                  and NBD Bank, as agent, dated June 24, 1997 (previously filed
                  as Exhibit 4.8 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   4.9            Guarantee Agreement among 829500 Ontario Limited, 976459
                  Ontario Limited, BMG Holdings, Inc. and NBD Bank, as agent,
                  dated June 24, 1997 (previously filed as Exhibit 4.9 to the
                  Registrant's Registration Statement on Form S-4, File No.
                  333-32975, and incorporated herein by reference)

   4.10           Guarantee Agreement between BMG North America Limited and NBD
                  Bank, as agent, dated June 24, 1997 (previously filed as
                  Exhibit 4.10 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   4.11           Guarantee Agreement among Lobdell Emery and its subsidiaries
                  and NBD Bank, as agent, dated June 24, 1997 (previously filed
                  as Exhibit 4.11 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)



                                      E-2
<PAGE>   67

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

   4.12           Pledge Agreement and Irrevocable Proxy between the Company and
                  NBD Bank, as agent, dated June 24, 1997 (previously filed as
                  Exhibit 4.12 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   4.13           Pledge Agreement and Irrevocable Proxy between Lobdell Emery
                  and NBD Bank, as agent, dated June 24, 1997 (previously filed
                  as Exhibit 4.13 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   4.14           Pledge Agreement and Irrevocable Proxy between Concept
                  Management Corporation and NBD Bank, as agent, dated June 24,
                  1997 (previously filed as Exhibit 4.14 to the Registrant's
                  Registration Statement on Form S-4, File No. 333-32975, and
                  incorporated herein by reference)

   4.15           Subrogation and Contribution Agreement among the Company and
                  the Guarantors, dated June 24, 1997 (previously filed as
                  Exhibit 4.15 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   4.16           Pledge Agreement and Irrevocable Proxy between the Company and
                  NBD Bank, as agent, dated February 4, 1999 (previously filed
                  as Exhibit 4.16 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-75849, and incorporated herein by
                  reference)

   4.17           Pledge Agreement and Irrevocable Proxy between OASP, Inc. and
                  NBD Bank, as agent, dated February 4, 1999 (previously filed
                  as Exhibit 4.17 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-75849, and incorporated herein by
                  reference)

   4.18           Joinder Agreement among the Company, certain subsidiaries of
                  the Company, certain lenders, and NBD Bank, as agent, dated
                  February 4, 1999 (previously filed as Exhibit 4.18 to the
                  Registrant's Registration Statement on Form S-4, File No.
                  333-75849, and incorporated herein by reference)

   4.19           Registration Rights Agreement dated April 1, 1998 by and among
                  the Company, the Subsidiary Guarantors and the Initial
                  Purchaser (previously filed as Exhibit 4.3 to the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended March 31,
                  1998, and incorporated herein by reference)

   4.20           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, File
                  No. 333-58131, and incorporated herein by reference)

   4.21           Registration Rights Agreement dated December 8, 1998 by and
                  among the Registrant, the Subsidiary Guarantors and the
                  Initial Purchasers of the 10 1/8% Senior Subordinated Notes
                  Due 2007, Series C (previously filed as Exhibit 4.2 to the
                  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended December 31, 1998, File No. 333-58131, and
                  incorporated herein by reference)

   4.22           Consent and Amendment of Security Documents among the Company,
                  certain subsidiaries of the Company, and NBD Bank, as agent,
                  dated March 31, 1999 (previously filed as Exhibit 4.24 to the
                  Registrant's Registration Statement on Form S-4, File No.
                  333-32975, and incorporated herein by reference)


                                      E-3
<PAGE>   68


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

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

   10.2           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)

   10.3           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)

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

   10.5           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)

   10.6           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)

   10.7           Management and Consulting Agreement ("Management 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)

   10.8           Settlement Agreement and Mutual Release, dated July 15, 1997,
                  regarding Lobdell Preferred Shareholders (previously filed as
                  Exhibit 10.9 to the Registrant's Registration Statement on
                  Form S-4, File No. 333-32975, and incorporated herein by
                  reference)

   10.9           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)



                                      E-4
<PAGE>   69

   10.10          Form of Purchase Agreement among the Company and the Initial
                  Purchasers of the 10 1/8% Senior Subordinated Notes
                  (previously filed as Exhibit 10.11 to the Registrant's Annual
                  Report on Form 10-K for the fiscal year ended March 31, 1998,
                  and incorporated herein by reference)

   10.11          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)

   10.12          *Asset Use Agreement between Automotive Business Trust 1999-A
                  and Oxford Automotriz de Mexico S.A. de C.V. dated March 31,
                  1999.

   10.13          *Guaranty of the Company in favor of Automotive Business Trust
                  1999-A dated March 31, 1999.

   12             *Statement regarding computation of ratios

   21             *Subsidiaries of the Registrant

   27             *Financial Data Schedule
   ----------
   * Filed herewith






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