<PAGE>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

            FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 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 December 30, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from       to

                        Commission file number 333-29141

                               MMI PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                      DELAWARE                                   74-1622891
           (State or Other Jurisdiction of                    (I.R.S. Employer
           Incorporation or Organization)                   Identification No.)

           515 WEST GREENS ROAD, SUITE 710
                   HOUSTON, TEXAS                                  77067
      (Address of Principal Executive Offices)                   (Zip Code)

       Registrant's telephone number, including area code: (281) 876-0080

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

     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 common stock of the registrant is not publicly registered or traded
and, therefore, no market value whether held by affiliates or non-affiliates can
be readily ascertained.

     There were 252,000 shares of the Registrant's Class A Common Stock
outstanding as of the close of business on November 26, 2001, all of which are
held by Merchants Metals Holding Company.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE



<PAGE>

                               MMI PRODUCTS, INC.
                              LIST OF ITEMS AMENDED


PART II.          OTHER INFORMATION

Item 6.           Selected Financial Data

Item 7.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

Item 8.           Financial Statements and Supplementary Data

                               TEXT OF AMENDMENTS

Explanatory Note:

     The above listed Items are hereby amended and restated in their entirety to
include non-recurring charges in the calculation of EBITDA. Each of the other
Items contained in the Annual Report on Form 10-K for the year ended December
30, 2000 of MMI Products, Inc. as filed with the Securities and Exchange
Commission on March 5, 2001, shall remain as set forth in such filing.



                                       2
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth selected historical financial data derived from
MMI's audited consolidated financial statements and should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations and the Consolidated Financial Statements and Notes
thereto, included elsewhere herein.

<Table>
<Caption>
                                                                        Fiscal Years
(In thousands)                                  2000          1999          1998          1997          1996
                                             ----------    ----------    ----------    ----------    ----------
<S>                                          <C>           <C>           <C>           <C>           <C>
INCOME STATEMENT DATA:
Net sales                                    $  530,429    $  480,605    $  418,355    $  346,905    $  283,402
Gross profit                                    100,793        94,276        68,184        50,906        44,963
Nonrecurring expenses(1)                             --         2,441            --            --         3,106
Net income                                       19,172        18,600        10,930         7,737         6,337
BALANCE SHEET DATA:
Working capital(2)                           $   22,379    $   79,182    $   58,854    $   50,308    $   33,511
Total assets                                    295,688       243,483       220,226       152,818       135,263
Total long-term debt and capital leases,
  including current maturities                  222,084       168,334       160,437       123,867        55,278
Stockholder's equity (deficit)                   (3,949)        8,306       (13,007)      (20,873)       28,534
CASH FLOW DATA:
Net cash provided by operating  activities   $   28,539    $   18,747    $   15,161    $    2,396    $   15,491
Net cash used in investing activities           (49,269)      (22,347)      (47,886)       (4,976)      (24,314)
Net cash provided by financing activities        21,315         4,051        31,195         5,855         6,894
EBITDA(3)                                    $   68,407    $   60,012    $   42,781    $   31,423    $   22,441
Cash dividends(4)                                31,000            --         1,292        57,105            --
</Table>

     (1)  In fiscal year 1996, MMI recorded non-recurring expenses resulting
          from the modification of stock options granted in previous years as
          part of the 1996 Recapitalization of MMI and Merchants Metals Holding
          Company ("MMHC"). In 1999 all outstanding stock options were redeemed
          in connection with the 1999 Recapitalization of MMHC resulting in a
          non-recurring compensation charge for MMI employees. See Note 2 to the
          audited consolidated financial statements included elsewhere herein.

     (2)  In fiscal year 2000, working capital declined substantially due to the
          reclassification of the revolving credit facility ($65.2 million) to
          current debt as the maturity date of this facility is December 12,
          2001.

     (3)  EBITDA is defined as the sum of income before interest expense, income
          taxes, depreciation and amortization. EBITDA is presented because it
          is a widely accepted financial indicator of a company's ability to
          service and incur debt. EBITDA should not be considered in isolation
          from or as a substitute for net income or cash flow measures prepared
          in accordance with generally accepted accounting principles or as a
          measure of a company's profitability or liquidity.

     (4)  In fiscal year 1997, $57.1 million was distributed to MMHC for the
          redemption by MMHC of certain of its equity interests. In fiscal year
          1998, $1.3 million was distributed to MMHC to



                                       3
<PAGE>

          finalize the 1997 redemption of certain of its equity interests. In
          fiscal year 2000, $31.0 million was distributed to MMHC to pay down
          amounts owed by MMHC under its credit facility.

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

The following is an analysis of the financial condition and results of
operations of MMI. This analysis should be read in conjunction with MMI's
Consolidated Financial Statements and Notes thereto, appearing elsewhere herein.

GENERAL

MMI is a leading manufacturer and distributor of products used in the
commercial, infrastructure and residential construction industries. Earnings
were as follows:

<Table>
<Caption>
(In thousands)                                                 Fiscal Years
                                                  --------------------------------------
                                                     2000          1999          1998
                                                  ----------    ----------    ----------
<S>                                               <C>           <C>           <C>
Fence segment earnings                            $   14,826    $   18,473    $   14,043
Concrete Construction Products segment earnings       42,968        36,148        22,315
Corporate(1)                                          (2,563)       (3,642)         (764)
                                                  ----------    ----------    ----------
Earnings before interest and income taxes             55,231        50,979        35,594
Interest expense                                      23,203        19,453        17,320
                                                  ----------    ----------    ----------
Earnings before income taxes                          32,028        31,526        18,274
Income taxes                                          12,856        12,926         7,344
                                                  ----------    ----------    ----------
Net income                                        $   19,172    $   18,600    $   10,930
                                                  ==========    ==========    ==========
</Table>

(1)  Corporate represents only amortization of intangible assets and
     non-recurring charges. Corporate general and administrative expenses are
     allocated to the segments based upon proportional net sales.

Acquisitions increased consolidated earnings before interest and income taxes
$5.7 million, $4.5 million, and $5.0 million in 2000, 1999, and 1998,
respectively.

Consolidated MMI net income increased 3.1% in 2000 and increased 70.2% in 1999.
The increase in 2000 was primarily due to increased sales activity from
acquisitions in the Concrete Construction Product segment. Declines in profit
margins, mostly in the Fence segment, as well as higher levels of SG&A and
interest expense, were the primary offsets. The 1999 increase is predominately
the result of increased sales activity mostly from business acquisitions and
lower raw material costs at both of the business segments.

Corporate costs decreased $1.1 million in 2000 and increased $2.9 million in
1999. The majority of the 1999 increase was a $2.4 million non-recurring expense
for the redemption of incentive stock options. These options were redeemed as
part of a recapitalization of MMHC in November 1999. See Note 2 to the
consolidated audited financial statements. The decrease in 2000 is the net of
the non-recurring charge in 1999 and increased goodwill amortization resulting
from recent acquisitions. Goodwill amortization increased $1.4 million in 2000
and $.4 million in 1999.



                                       4
<PAGE>
Interest expense increased $3.7 million in 2000 and $2.1 million in 1999. In
2000, borrowings under the revolving credit facility increased due to the
Hallett acquisition and payment of dividends to MMHC. Although there was some
increase in interest rates, the majority of the increase in interest expense was
due to the higher borrowings. In 1999, interest expense increased primarily due
to the issuance of an additional $30 million of senior subordinated debentures.
The higher level of borrowings to finance acquisitions and the increased mix of
the "high-yield" debentures (11.25% coupon) in MMI's debt structure both
contributed to the increase in interest expense.

The effective income tax rate decreased in 2000 due primarily to the
implementation of state income tax savings strategies. In 1999 the effective
income tax rate increased primarily as a result of non-deductible goodwill
associated with recent acquisitions.

FENCE SEGMENT

<Table>
<Caption>
(In Thousands)                                           Fiscal Years
                                            --------------------------------------
                                               2000          1999          1998
                                            ----------    ----------    ----------
<S>                                         <C>           <C>           <C>
Net sales                                   $  276,185    $  270,714    $  208,117
Gross profit                                    39,948        42,318        30,893
Gross profit margin                               14.5%         15.6%         14.8%
SG&A and other expense                      $   25,125    $   23,845    $   16,850
Earnings before interest and income taxes       14,826        18,473        14,043
</Table>

Net Sales. Net sales increased 2.0% in 2000 and 30.1% in 1999. These increases
were primarily due to acquisitions and the opening of new distribution centers.
The National Wholesale Fence acquisition in second quarter 1999 contributed net
sales in 1999 of $13.1 million and the Security Fence acquisition in fourth
quarter 1998 contributed net sales of $32.8 million. In 2000 the National
Wholesale Fence acquisition contributed an additional $10.8 million of net
sales. Net sales in 2000 declined $5.4 million primarily due to a loss of
certain customers who are also competitors of MMI and fewer special order jobs.
New distribution centers represent openings or small acquisitions over the last
two years. These new distribution centers increased net sales $4.6 million in
2000 and $10.5 million in 1999.

Gross Profit. The Fence segment's gross profit margin declined from 15.6% in
1999 to 14.5% in 2000. The decline was primarily due to non-recurring expenses
associated with expanding/modernizing a fence manufacturing facility in the West
region, increased material handling expenses (mostly headcount growth in
anticipation of higher sales volumes), lower margins at Security Fence where
customers who are also competitors discontinued their purchases of higher margin
products, and a marginal increase in raw material costs. In 1999, the gross
profit margin increase to 15.6% from 14.8% in 1998 was primarily due to Security
Fence selling higher margin products, the National Wholesale Fence acquisition
which introduced manufactured ornamental steel products to the West region, and
lower steel rod and tubing costs from that in the previous year.

SG&A and Other Expense. Selling, General and Administrative and other expense
("SG&A") increased 5.4% in 2000 and 41.5% in 1999. SG&A as a percentage of sales
was 9.1%, 8.8%, and 8.1% for 2000, 1999, and 1998, respectively. The increase in
expense in 2000 and 1999 was



                                       5
<PAGE>

principally due to business acquisitions, the opening of distribution centers
and higher bad debt expense resulting from certain customers experiencing
financial difficulties and bankruptcy.

CONCRETE CONSTRUCTION PRODUCTS SEGMENT

<Table>
<Caption>
(In Thousands)                                            Fiscal Years
                                            --------------------------------------
                                               2000          1999          1998
                                            ----------    ----------    ----------
<S>                                         <C>           <C>           <C>
Net sales                                   $  254,244    $  209,891    $  210,238
Gross profit                                    60,845        51,958        37,291
Gross profit margin                               23.9%         24.8%         17.7%
SG&A and other expense                      $   17,877    $   15,810    $   14,976
Earnings before interest and income taxes       42,968        36,148        22,315
</Table>

Net Sales. Net sales increased 21.1% in 2000. This increase was due to the
acquisition of Hallett ($34.3 million) and increased concrete accessories sales.
Net sales in 1999 stabilized in comparison to 1998 primarily due to plants
working at capacity in both years, and the absence of acquisitions in 1999.

Gross Profit. Gross profit increased 17.1% in 2000 and 39.3% in 1999. Gross
profit margin percentage decreased 90 basis points in 2000 and increased 710
basis points in 1999. Gross profit increased substantially in 1999 as compared
to 1998 primarily as a result of decreasing cost of steel rod, MMI's principal
raw material, relatively stable sales prices, and the continued growth in mix of
higher margin products. Gross profit continued to rise in 2000 primarily due to
the acquisition of Hallett in February 2000. The decline in margin percentage in
2000 is primarily due to increased conversion costs, including labor and
maintenance costs. In 2000, raw material costs increased slightly, but the
increase was offset by increases in sales prices.

SG&A and Other Expense. SG&A and other expense increased 13.1% in 2000 and 5.6%
in 1999. As a percentage of sales, these expenses were 7.0%, 7.5% and 7.1% in
2000, 1999, and 1998, respectively. Expenses increased in 2000 primarily due to
the Hallett acquisition. SG&A and other expense as a percentage of sales
decreased in 2000, primarily due to three infrequent events that increased SG&A
and other expense in 1999. Bad debt expense increased $.5 million due to certain
customers with large balances having financial difficulties, some of which were
caused by the customers' loss of large contracts. Also in 1999, there were
increased writedowns of fixed assets ($.4 million) and a casualty loss at a
manufacturing facility ($.2 million). SG&A and other expense as a percentage of
sales increased in 1999 also as a result of these infrequent events.

LIQUIDITY AND CAPITAL RESOURCES

Operating activities net of the payment of interest and income taxes and changes
in working capital generated $28.5 million of cash in 2000 compared with $18.7
million in 1999. Net income, adjusted for non-cash items, such as depreciation,
amortization, and other non-cash charges provided $33.7 million, $31.6 million
and $18.6 million in 2000, 1999, and 1998, respectively. Excluding working
capital increases resulting from a particular year's business acquisitions, MMI
used $5.1 million, $12.9 million, and $3.4 million of cash in 2000, 1999, and
1998, respectively to grow its working capital as the volume of its sales
increased.



                                       6
<PAGE>

Working capital decreased in 2000 to $22.4 million from $79.2 million in 1999
due primarily to the reclassification of the revolving credit facility balance
of $65.2 million from a long-term to a current liability. The facility matures
in December 2001. The lenders under the revolving credit facility have recently
increased the facility from $75 million to $100 million and have expressed their
continuing interest in MMI as a credit. While there are no assurances that it
will be able to do so, management believes that it will readily be able to
extend or replace the revolving credit facility at or prior to its maturity.
Because MMHC is investigating strategic alternatives, including the possible
sale of the company, a commitment by MMI to a revolving credit facility with an
extended term has not been made.

Investing activities utilized $49.3 million, $22.3 million and $47.9 million in
2000, 1999, and 1998, respectively. In 2000, 1999, and 1998 the majority of this
cash was used for acquisitions. Acquisitions utilized $42.6 million, $15.8
million, and $37.7 million in 2000,1999, and 1998, respectively. Capital
expenditures for expansion, improvement and replacement of property plant and
equipment were $6.9 million, $6.6 million and $10.2 million in 2000, 1999, and
1998, respectively. Capital expenditures in 1998 included $3.2 million for a
wire mesh plant facility which replaced a previously leased building, and $1.9
million for rental equipment, a new product line resulting from the Burke Group
acquisition.

Financing activities provided $21.3 million in 2000 compared to $4.1 million and
$31.2 million in 1999 and 1998, respectively. In 2000, proceeds from long-term
obligations were utilized primarily to finance the Hallett acquisition and
dividend payments to MMHC. In 1999, cash flow from financing was relatively flat
compared to prior years, due to growth in operating cash flow and the need to
fund only one significant acquisition, National Wholesale Fence. The increase in
1998 was due primarily to funding the Burke Group and Security Fence
acquisitions.

Although EBITDA should not be considered in isolation from or as a substitute
for cash flow measures prepared in accordance with generally accepted accounting
principles or as a measure of a company's liquidity, it is a widely accepted
financial indicator of a company's ability to incur and service debt. EBITDA is
defined as the sum of income before interest expense, income taxes, depreciation
and amortization. EBITDA was $68.4 million, $60.0 million and $42.8 million in
2000, 1999, and 1998, respectively. The increase in EBITDA is primarily from the
result of net sales and gross profit resulting from acquisitions, reduced raw
material costs and other changes as discussed in the segment analysis above.

Senior Subordinated Notes. On April 16, 1997, MMI issued $120 million of 11.25%
senior subordinated notes due 2007 (the "Senior Subordinated Notes"). The net
proceeds of $116.0 million, after fees and expenses, were used (i) to distribute
$57.1 million to MMHC for the redemption by MMHC of certain of its equity
interests, (ii) to repay the entire $10 million principal amount, plus accrued
interest, on a senior subordinated secured note payable, (iii) to repay MMI's
remaining indebtedness under a term loan facility of $11.4 million and (iv) to
reduce MMI's indebtedness under the revolving credit facility.

On February 12, 1999, MMI issued $30 million of a new series of the 11.25%
Senior Subordinated Notes. The net proceeds of approximately $31.1 million,
including original issuance premium, after fees and expenses, were used to
reduce its borrowings under the revolving credit facility.



                                       7
<PAGE>

MMI's senior subordinated notes are subject to a "Change in Control" provision.
This provision states that a change in control exists if either of the following
occurs; a sale of substantially all of MMI' s assets, the liquidation or
dissolution of MMI, a change in the beneficial ownership of more that 50% of the
total voting power of the voting stock, or the majority of the members of the
Board of Directors do not continue as directors. If a change in control exists,
each holder will have the right to require MMI to repurchase all or any part of
their notes at a repurchase price in cash at 101% of the aggregate principal
plus accrued and unpaid interest and liquidating damages, if any.

Credit Facility. MMI's revolving credit facility provides for maximum borrowings
of $100 million and matures in December 2001. This facility was increased from
$75 million effective March 1, 2001 to provide additional working capital for
expected seasonal needs and business acquisitions. The revolver balance
fluctuates throughout the year based on sales and purchasing volume, capital
expenditures, and acquisitions. Borrowing availability is subject to a borrowing
base calculation. The average daily balance outstanding under this credit
facility was $56.0 million and $20.3 million in 2000 and 1999, respectively.
Borrowings under the credit facility bear interest, at either the bank's base
rate plus 0.25 percent or Eurodollar plus 1.5 percent, at the option of MMI.
Borrowings bearing interest at a Eurodollar rate plus 1.5 percent are
denominated in short-term obligations of U.S. LIBOR with 30 to 180 day
maturities.

MMI's capital expenditure budget for fiscal year 2001 is $7.8 million and will
be funded by the revolving credit facility.

MMI expects that cash flows from operations and the borrowing availability under
its existing bank revolving credit facility and any future revolving credit
facilities will provide sufficient liquidity to meet its normal operating
requirements, capital expenditure plans, existing debt service, allowable
dividends to MMHC, and business acquisition strategy during fiscal year 2001.

MMI has pursued and intends to continue to pursue a strategy of business
acquisitions that will broaden its distribution network, complement or extend
its existing product lines or increase its production capacity. The borrowing
availability under its bank revolving credit facility is also expected to be
available to finance such acquisitions. It is possible that, depending upon
MMI's future operating cash flows and the size of potential acquisitions, MMI
will seek additional sources of financing subject to limitations set forth in
its senior subordinated notes indenture.

EFFECT OF INFLATION

The impact of inflation on MMI's operations has not been significant in recent
years. There can be no assurance, however, that a high rate of inflation in the
future will not have an adverse effect on MMI's operating results.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statement s that reflect management's
current assumptions and estimates of future performance and economic conditions.
Such statements are made in reliance upon the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements contain words such as "expects," "plans," "believes," "will,"
"estimates," "intends," and other words of similar meaning that do not relate
strictly to historical



                                       8
<PAGE>

or current facts. Forward-looking statements are subject to various risks and
uncertainties that could cause actual results to differ materially from those
projected, stated or implied by the statements. Such risks and uncertainties
include, but are not limited to, general economic conditions in the markets in
which MMI operates; unanticipated changes in customer demands, order patterns
and inventory levels; fluctuations in the cost and availability of MMI's primary
raw material, steel wire rod; MMI's ability to raise selling prices in order to
recover increases in wire rod prices; legal, environmental or regulatory
developments that significantly impact MMI's operating cost; continuation of
good labor relations; and MMI's ability to refinance indebtedness as necessary.



                                       9
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



<Table>
<Caption>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
Report of Independent Auditors                                                                            11

Consolidated Balance Sheet at fiscal year end 2000 and 1999                                               12

Consolidated Statement of Income for fiscal years 2000, 1999, and 1998                                    13

Consolidated Statement of Stockholder's Equity (Deficit) for fiscal years 2000,
1999, and 1998                                                                                            14

Consolidated Statement of Cash Flows for fiscal years 2000, 1999, and 1998                                15

Notes to Consolidated Financial Statements                                                              16 - 30
</Table>



                                       10
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



To the Board of Directors and Stockholder
MMI Products, Inc.

We have audited the accompanying consolidated balance sheets of MMI Products,
Inc. as of December 30, 2000 and January 1, 2000, and the related consolidated
statements of income, stockholder's equity (deficit) and cash flows for each of
the three fiscal years in the period ended December 30, 2000. Our audits also
included the financial statement schedule listed in the Index at Item 14(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards 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. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of MMI Products, Inc.
at December 30, 2000 and January 1, 2000, and the consolidated results of its
operations and its cash flows for each of the three fiscal years in the period
ended December 30, 2000, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

                                                           /s/ ERNST & YOUNG LLP


Houston, Texas
February 23, 2001, except for Note 14
    as to which the date is March 1, 2001



                                       11
<PAGE>

                               MMI PRODUCTS, INC.
                           CONSOLIDATED BALANCE SHEET
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      December 30,     January 1,
                                                                          2000            2000
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
                                      ASSETS
Current assets:
  Cash and cash equivalents                                           $      3,015    $      2,430
  Accounts receivable, net of allowance for doubtful accounts of
  $1,164 and $2,667, respectively                                           61,906          62,309
  Inventories                                                               83,428          71,776
  Deferred income taxes                                                      2,232           2,384
  Prepaid expenses and other current assets                                  2,559           1,203
                                                                      ------------    ------------
              Total current assets                                         153,140         140,102
Property, plant and equipment:
  Land                                                                       5,911           5,509
  Buildings and improvements                                                27,178          20,518
  Machinery and equipment                                                   97,123          77,595
                                                                      ------------    ------------
                                                                           130,212         103,622
  Less accumulated depreciation                                             45,969          37,857
                                                                      ------------    ------------
               Property, plant and equipment, net                           84,243          65,765
Intangible assets                                                           52,915          32,826
Deferred charges and other assets                                            5,390           4,790
                                                                      ------------    ------------
              Total assets                                            $    295,688    $    243,483
                                                                      ============    ============

                  LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                                                    $     44,830    $     38,549
  Accrued liabilities                                                       14,447          15,237
  Accrued interest                                                           4,087           3,718
  Income taxes payable                                                          --             696
  Due to MMHC                                                                   90             744
  Current maturities of long-term obligations                               67,397           1,976
                                                                      ------------    ------------
              Total current liabilities                                    130,851          60,920
Long-term obligations                                                      154,687         166,358
Deferred income taxes                                                       14,099           7,899

Stockholder's equity (deficit):
  Common stock, $1 par value; 500,000 shares authorized;
      252,000 shares issued and outstanding                                    252             252
  Additional paid-in capital                                                15,450          15,450
     Accumulated other comprehensive income, net of tax of $241 and
          $(34), respectively                                                 (376)             51
  Retained deficit                                                         (19,275)         (7,447)
                                                                      ------------    ------------
              Total stockholder's equity (deficit)                          (3,949)          8,306
                                                                      ------------    ------------
              Total liabilities and stockholder's equity (deficit)    $    295,688    $    243,483
                                                                      ============    ============
</Table>

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



                                       12
<PAGE>

                               MMI PRODUCTS, INC.
                        CONSOLIDATED STATEMENT OF INCOME
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                 Fiscal Years Ended
                                                     ------------------------------------------
                                                     December 30,    January 1,     January 2,
                                                         2000           2000           1999
                                                     ------------   ------------   ------------
<S>                                                  <C>            <C>            <C>
Net sales                                            $    530,429   $    480,605   $    418,355
Cost of sales                                             429,636        386,329        350,171
                                                     ------------   ------------   ------------
     Gross profit                                         100,793         94,276         68,184
Selling, general and administrative expense                45,310         40,227         32,664
Nonrecurring expense - stock compensation (Note 2)             --          2,441             --
Other (income) expense, net                                   252            629            (74)
                                                     ------------   ------------   ------------
Income before interest and income taxes                    55,231         50,979         35,594
Interest expense                                           23,203         19,453         17,320
                                                     ------------   ------------   ------------
Income before income taxes                                 32,028         31,526         18,274
Provision for income taxes                                 12,856         12,926          7,344
                                                     ------------   ------------   ------------
              Net income                             $     19,172   $     18,600   $     10,930
                                                     ============   ============   ============
</Table>



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



                                       13
<PAGE>

                               MMI PRODUCTS, INC.
            CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                                                                       Total
                                                   Additional       Retained          Other        Stockholder's
                                      Common         Paid-In        Earnings      Comprehensive       Equity
                                      Stock          Capital        (Deficit)         Income         (Deficit)
                                   ------------   ------------    ------------    -------------    -------------
<S>                                <C>            <C>             <C>             <C>              <C>
Balance at January 3, 1998         $        252   $     14,711    $    (35,685)   $        (151)   $     (20,873)
 Net income                                  --             --          10,930               --           10,930
 Additional minimum pension
    liability, net of tax                    --             --              --              (70)             (70)
                                                                                                   -------------
 Comprehensive income                        --             --              --               --           10,860
                                                                                                   -------------
 Adjustment to 1996 Contribution
    of capital (Note 1)                      --         (1,702)             --               --           (1,702)
 Dividend to MMHC (Note 1)                   --             --          (1,292)              --           (1,292)
                                   ------------   ------------    ------------    -------------    -------------
Balance at January 2, 1999                  252         13,009         (26,047)            (221)         (13,007)
 Net income                                  --             --          18,600               --           18,600
 Additional minimum pension
    liability, net of tax                    --             --              --              272              272
                                                                                                   -------------
 Comprehensive income                        --             --              --               --           18,872
                                                                                                   -------------
 Contribution of capital
    - stock options (Note 2)                 --          2,441              --               --            2,441
                                   ------------   ------------    ------------    -------------    -------------
Balance at January 1, 2000                  252         15,450          (7,447)              51            8,306
 Net income                                  --             --          19,172               --           19,172
 Additional minimum pension
    liability, net of tax                    --             --              --             (427)            (427)
                                                                                                   -------------
 Comprehensive income                        --             --              --               --           18,745
                                                                                                   -------------
 Dividend to MMHC (Note 1)                   --             --         (31,000)              --          (31,000)
                                   ------------   ------------    ------------    -------------    -------------
Balance at December 30, 2000       $        252   $     15,450    $    (19,275)   $        (376)   $      (3,949)
                                   ============   ============    ============    =============    =============
</Table>



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



                                       14
<PAGE>

                               MMI PRODUCTS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                       Fiscal Years Ended
                                                                          --------------------------------------------
                                                                          December 30,     January 1,      January 2,
                                                                              2000            2000            1999
                                                                          ------------    ------------    ------------
<S>                                                                       <C>             <C>             <C>
OPERATING ACTIVITIES:
Net income                                                                $     19,172    $     18,600    $     10,930
Adjustments to reconcile net income to net cash by
        operating activities:
  Depreciation and amortization                                                 13,176           9,033           7,187
  Amortization of bond premium                                                    (265)           (234)             --
  Nonrecurring expenses - stock compensation                                        --           2,441              --
  Provision for losses on accounts receivable                                    1,293           1,471             234
  Deferred income taxes                                                            647              92             340
  (Gain) loss on sale of equipment                                                 275             225             (81)
Changes in operating assets and liabilities, net of effects of acquired
    businesses:
  Accounts receivable                                                            2,814            (633)        (12,914)
  Inventories                                                                   (9,362)         (5,193)         (7,546)
  Prepaid expenses and other assets                                               (140)            526             333
  Accounts payable and accrued liabilities                                       2,279          (8,428)         17,701
  Income taxes payable                                                            (696)             24           2,629
  Due to MMHC                                                                     (654)            823          (3,652)
                                                                          ------------    ------------    ------------
Net cash provided by operating activities                                       28,539          18,747          15,161
                                                                          ------------    ------------    ------------
INVESTING ACTIVITIES:
  Capital expenditures                                                          (6,933)         (6,631)        (10,226)
  Proceeds from sale of equipment                                                  297              48              52
  Acquisitions, net of cash acquired                                           (42,605)        (15,764)        (37,721)
  Other                                                                            (28)             --               9
                                                                          ------------    ------------    ------------
Net cash used in investing activities                                          (49,269)        (22,347)        (47,886)
                                                                          ------------    ------------    ------------
FINANCING ACTIVITIES:
  Proceeds from long-term obligations                                          256,177         174,008         187,316
  Payments on long-term obligations                                           (203,597)       (168,892)       (153,127)
  Adjustment to 1996 contribution of capital from                                   --              --          (1,702)
     MMHC
  Dividend to MMHC                                                             (31,000)             --          (1,292)
  Debt costs                                                                      (265)         (1,065)             --
                                                                          ------------    ------------    ------------
Net cash provided by financing activities                                       21,315           4,051          31,195
                                                                          ------------    ------------    ------------
        Net change in cash and cash equivalents                                    585             451          (1,530)
Cash and cash equivalents, beginning of period                                   2,430           1,979           3,509
                                                                          ------------    ------------    ------------
Cash and cash equivalents, end of period                                  $      3,015    $      2,430    $      1,979
                                                                          ============    ============    ============

Supplemental Cash Flow Information:
  Supplemental disclosure of noncash investing activities
     Issuance of capital lease obligations for capital                    $      1,435    $      2,790    $      1,385
        expenditures
     Cash paid for interest                                               $     22,364    $     18,625    $     16,721
     Cash paid for income taxes                                           $     13,940    $     13,075    $      4,371
</Table>



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



                                       15
<PAGE>

                               MMI PRODUCTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 30, 2000


1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

The consolidated financial statements include the accounts of MMI Products, Inc.
and its wholly owned subsidiary, MMI Management, Inc., and their partnership
interests in MMI Management Services L.P. (collectively, "MMI"). All significant
intercompany balances and transaction have been eliminated. MMI Products, Inc.
is a wholly owned subsidiary of Merchants Metals Holding Company ("MMHC"). MMI
is a manufacturer and distributor of products used in the residential,
commercial and infrastructure construction industries within the United States.
The manufactured products in each of MMI's product lines are produced primarily
from the same raw material, steel rod. MMI's customers include contractors,
fence wholesalers, industrial manufacturers, highway construction contractors
and fabricators of reinforcing bar.

On October 2, 2000, MMI announced the engagement of UBS Warburg, LLC to consider
strategic alternatives, including the possible sale of MMHC.

On November 12, 1999, MMHC completed a recapitalization transaction (the "1999
Recapitalization") in which (i) MMHC entered into a $69.2 million subordinated
credit facility due in 2007 (the "MMHC Credit Facility") with an investment fund
managed by an affiliate of MMHC's majority economic owner, (ii) MMHC redeemed
its existing equity interests, including stock options granted to certain
employees and a director of MMI, and (iii) certain MMHC stockholders and new
stockholders invested in new common and preferred stock of MMHC. Interest at a
rate of 14% per annum on the MMHC Credit Facility is payable semi-annually in
cash or in kind at the option of MMHC. In connection with any prepayment or
repayment of the facility, MMHC will pay a premium on the principal such that
the internal rate of return is equal to (i) 18% per annum if such prepayment or
repayment occurs prior to November 11, 2002 or (ii) 20% per annum if such
prepayment or repayment occurs on or after November 11, 2002. The MMHC preferred
shares have a stated value of $64.8 million and accrue cumulative preferred
dividends at a rate of 12% per annum. Cash payment of dividends on MMHC's common
and preferred stock is not permitted while the MMHC Credit Facility is
outstanding.

Availability of cash at MMHC to pay the MMHC Credit Facility interest and
cumulative preferred dividends is principally dependent upon MMI's cash flows.
MMI's Revolving Credit Facility agreement and senior subordinated notes
indenture require MMI to meet certain restricted payment tests before any
dividends can be distributed to MMHC. In 2000, MMI paid dividends of $31 million
to MMHC for payments applied to the MMHC credit facility.

As a result of the 1999 Recapitalization, MMI recognized a non-cash stock
compensation charge of $2.4 million ($1.4 million net of tax) related to the
redemption of MMHC's stock options granted in previous years to certain
employees of MMI.



                                       16
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

A former stockholder of MMHC exercised appraisal rights and filed a lawsuit
against MMHC with respect to the value of the common and preferred stock
redeemed in connection with a recapitalization transaction (the "1996
Recapitalization"). In January 1997, MMHC paid the stockholder $2.2 million with
respect to the value of the preferred stock, the original value offered in the
1996 Recapitalization. In October 1998, MMHC paid $6.45 million, including
accrued interest of $1.04 million, to settle the value of the common stock
redeemed. The $1.7 million increase in the original value offered in the 1996
Recapitalization was charged to Additional Paid-in-Capital to reflect the
finalization of the December 1996 change in capital contributions by MMHC. MMI
declared a dividend of $1.3 million to MMHC during the fourth quarter of 1998 to
settle the interest and legal expenses paid on MMHC's behalf by MMI. The $6.45
million settlement was funded by MMI's revolving credit facility and had no
effect on the operating results of MMI.

Fiscal Year

MMI follows a 52-53 week fiscal year ending on the Saturday closest to December
31. The 2000, 1999 and 1998 fiscal years refer to the fifty-two week periods
ended December 30, 2000, January 1, 2000 and January 2, 1999, respectively.

Revenue Recognition

MMI recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable and
collectibility is probable. These criteria are met generally at the time product
is shipped but sometimes when the product reaches its destination.

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 disclosure 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.

Cash and Cash Equivalents

MMI considers all demand deposits and time deposits with original maturities of
three months or less when purchased to be cash equivalents.

Inventories

Inventories are valued at the lower of average cost or market.



                                       17
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Property, Plant and Equipment

Property, plant and equipment are stated at historical cost, except for assets
acquired in business combinations which are recorded at fair value at the date
of acquisition. Depreciation is computed using the straight-line method based on
the estimated useful lives of the related assets. Estimated useful lives are as
follows:

<Table>
<S>                                         <C>
Building and improvements                   10 to 31 years
Machinery and equipment                     2 to 20 years
</Table>

Depreciation expense was $10,613,000, $7,834,000 and $6,423,000 for fiscal years
2000, 1999 and 1998, respectively.

Major capital upgrades are capitalized. Maintenance, repairs and minor upgrades
are expensed as incurred. Gains and losses from dispositions are included in the
results of operations.

MMI leases certain machinery and equipment under capital leases. Assets recorded
under capital leases are amortized over the period of the respective leases with
the related amortization included in depreciation expense. Assets under these
obligations, totaling $4,732,000 and $4,994,000 (net of accumulated amortization
of $4,890,000 and $4,685,000) at December 30, 2000 and January 1, 2000,
respectively, are included in property, plant and equipment in the accompanying
consolidated balance sheets.

Goodwill

Goodwill represents the excess cost of companies acquired over the fair value of
their net identifiable assets. Goodwill is being amortized on a straight-line
basis over periods ranging from 10 to 40 years. The carrying value of goodwill,
as well as the related amortization periods, is periodically evaluated to
determine whether adjustments to the carrying value or related lives are
required. This evaluation is based on MMI's projection of undiscounted cash
flows of the acquired operations over the remaining amortization period. To the
extent such projections indicate that future undiscounted cash flows are not
sufficient to recover the carrying amounts of the related goodwill, the
underlying assets are written down by charges to expense so that the carrying
amount is equal to fair value, primarily determined based on future discounted
cash flows.

Impairment of Long-Lived Assets

The carrying values of long-lived assets, principally identifiable intangibles,
property, plant and equipment and any related goodwill, are reviewed for
potential impairment when events or changes in circumstances indicate that the
carrying amount of such assets may not be recoverable, as determined based on
the estimated future undiscounted cash flows.



                                       18
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

If such assets are considered to be impaired, the carrying value of the related
assets would be reduced to their estimated fair value.

Concentration of Credit Risk

Financial instruments that could potentially subject MMI to concentrations of
credit risk are accounts receivable. MMI continuously evaluates the
creditworthiness of its customers and generally does not require collateral. No
customer accounted for 10% or more of consolidated revenues for fiscal years
2000, 1999 and 1998.

Fair Value of Financial Instruments

MMI considers the recorded value of its monetary assets and liabilities, which
consist primarily of cash and cash equivalents, accounts receivable, and
accounts payable, to approximate their respective fair values at December 30,
2000 and January 1, 2000. The carrying value of MMI's senior subordinated debt
is approximately $150.0 million versus its estimated fair value of approximately
$146.3 million and $154.5 million at December 30, 2000 and January 1, 2000,
respectively. The estimated fair values are based on the quoted market prices.
The fair value of the revolving credit facility approximated its carrying value.

Reclassifications

Certain reclassifications have been made to the 1998 and 1999 financial
statements in order to conform to the 2000 presentation.

New Accounting Standards

Effective October 1, 2000, MMI adopted Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements", as amended ("SAB 101"), issued by
the Securities and Exchange Commission in December 1999. The adoption of SAB 101
did not have a material effect on revenue and quarterly earnings during fiscal
year 2000 or prior years.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) 133, "Accounting for Derivative
Instruments and Hedging Activities," which requires all derivative instruments
to be recognized at fair value in the balance sheet. Changes in the fair value
of a derivative instrument will be reported as earnings or other comprehensive
income, depending upon the intended use of the derivative instrument. MMI plans
to adopt SFAS 133 on January 1, 2001 and does not expect the adoption to have a
material impact on the results of operations or financial position.



                                       19
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


2. NONRECURRING EXPENSES - STOCK COMPENSATION

Effective November 12, 1999 in connection with the 1999 Recapitalization, MMI
incurred nonrecurring charges related to MMHC's stock options granted in
previous years to certain employees of MMI. The aggregate effect of these
expenses was $2.4 million for fiscal year 1999 ($1.4 million, net of tax).

3. ACQUISITIONS OF BUSINESSES

On February 3, 2000, MMI purchased all of the issued and outstanding capital
stock of Hallett Wire Products Company, a Minnesota corporation ("Hallett").
Hallett manufactured welded wire mesh at facilities located in St. Joseph,
Missouri and Kingman, Arizona. Hallett had net sales of approximately $37
million for the year ended December 31, 1999. The excess purchase price over the
fair value of the assets acquired of $21.3 million is being amortized over 20
years. The total acquisition price was $40 million in cash and was funded by the
MMI's revolving credit facility. To facilitate the purchase, the revolving
credit facility was increased from $48.5 million to $75 million on February 3,
2000. The acquisition was accounted for using the purchase method of accounting
and the accompanying consolidated financial statements include the operating
results of this acquisition from the date of the acquisition.

4. INVENTORIES

Inventories consisted of the following:

<Table>
<Caption>
(In thousands)    December 30, 2000    January 1, 2000
                  -----------------   -----------------
<S>               <C>                 <C>
Raw materials     $          20,554   $          17,089
Work-in-process                 343               1,480
Finished goods               62,531              53,207
                  -----------------   -----------------
                  $          83,428   $          71,776
                  =================   =================
</Table>

5. INTANGIBLE ASSETS

Intangible assets consisted of the following:

<Table>
<Caption>
(In thousands)                  December 30, 2000    January 1, 2000     Estimated Lives
                                -----------------   -----------------   -----------------
<S>                             <C>                 <C>                 <C>
Goodwill                        $          55,980   $          34,637       10 - 40 years
Customer lists and other                    4,022               2,713        3 - 20 years
                                -----------------   -----------------
                                           60,002              37,350
Less accumulated amortization               7,087               4,524
                                -----------------   -----------------
                                $          52,915   $          32,826
                                =================   =================
</Table>

Intangible assets are amortized on a straight-line basis over their respective
estimated lives (the period when benefits are expected to be derived). Total
amortization expense for fiscal years 2000, 1999 and 1998 was $2,563,000,
$1,199,000 and $764,000, respectively.



                                       20
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


6. ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

<Table>
<Caption>
(In thousands)                December 30, 2000    January 1, 2000
                              -----------------   -----------------
<S>                           <C>                 <C>
Accrued compensation          $           4,591   $           5,654
Accrued insurance                         2,465               2,364
Accrued retirement benefits               1,732               1,371
Other accrued liabilities                 5,659               5,848
                              -----------------   -----------------
                              $          14,447   $          15,237
                              =================   =================
</Table>

7. LONG-TERM OBLIGATIONS

Long-term debt, including capital lease obligations, consisted of the following:

<Table>
<Caption>
(In thousands)                                     December 30, 2000    January 1, 2000
                                                   -----------------   -----------------
<S>                                                <C>                 <C>
Revolving credit facility                          $          65,173   $          10,446
11.25% Senior subordinated notes, due 2007,
   interest payable semi-annually in arrears on
   April 15 and October 15 (including premium of
   $1,638 and $1,903, respectively)                          151,638             151,903
Capital lease obligations                                      4,937               5,318
Other notes payable                                              336                 667
                                                   -----------------   -----------------
                                                             222,084             168,334
Less current maturities                                       67,397               1,976
                                                   -----------------   -----------------
Long-term obligations                              $         154,687   $         166,358
                                                   =================   =================
</Table>

Revolving Credit Facility

MMI's revolving credit facility provides for maximum borrowings of $100 million
which was increased from $75 million effective March 1, 2001, see Note 14 to the
consolidated financial statements. The classification of this facility has
changed from long-term debt in 1999 to current maturities in 2000 as the
maturity date is December 12, 2001. The lenders under the revolving credit
facility have expressed their continuing interest in MMI as a credit. While
there are no assurances that it will be able to do so, management believes that
it will readily be able to extend or replace the revolving credit facility at or
prior to its maturity. Because MMHC is investigating strategic alternatives,
including the possible sale of the company, a commitment by MMI to a revolving
credit facility with an extended term has not been made. This facility incurs
interest payable at the bank's base rate plus 0.25 percent or Eurodollar rate
plus 1.5 percent at MMI's option. Borrowings bearing interest at a Eurodollar
rate plus 1.5 percent are denominated in short-term obligations of U.S. LIBOR
with 30 to 180 day maturities. On December 30, 2000 the portion of the
outstanding borrowings under U.S. LIBOR was approximately $60 million of which
$10 million matures on January 12, 2001, $30 million on February 5, 2001, and
$20 million on March 6, 2001. As of December 30, 2000, the average interest rate
for this facility was 8.22 percent. MMI is required to pay a commitment fee of
1/2 of 1.0 percent of the unused portion



                                       21
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


7. LONG-TERM OBLIGATIONS- (CONTINUED)

of the credit facility on a monthly basis. The revolving credit facility is
secured by all the assets and stock of MMI and guaranteed by MMHC. Borrowing
availability under the revolving credit facility at December 30, 2000, after
taking into account borrowing base restrictions and outstanding borrowings and
letters of credit, was approximately $7.8 million. The borrowing availability at
year-end was based on a maximum borrowing limit of $75 million. MMI had
outstanding letters of credit (which cannot exceed $20 million) totaling $2
million and $2.6 million at December 30, 2000 and January 1, 2000, respectively.

The terms of the revolving credit facility contain, among other provisions,
covenants that require MMI to maintain certain financial ratios, limit the
amount of additional indebtedness, limit the creation or existence of liens and
set certain restrictions on acquisitions, mergers and sales of assets. MMI's
distribution of dividends to MMHC is only permitted under the revolving credit
facility if certain tests as set forth in the loan agreement are met.

11.25% Senior Subordinated Notes

On April 16, 1997, MMI issued $120 million of senior subordinated notes due
2007. The net proceeds of $116.0 million, after fees and expenses, were used to
(i) distribute $57.1 million to MMHC for the redemption by MMHC of certain of
its equity interests, (ii) repay the entire $10.0 million principal amount, plus
accrued interest, on a senior subordinated secured note payable, (iii) repay
MMI's remaining indebtedness under a term loan facility of $11.4 million and
(iv) reduce MMI's indebtedness under the revolving credit facility. The senior
subordinated notes are general unsecured obligations of MMI and are subordinated
to MMI's revolving credit facility.

On February 12, 1999, MMI issued $30 million of 11.25% senior subordinated notes
due 2007. The net proceeds of approximately $31.1 million, which include the
original issuance premium, after fees and expenses, were used to reduce the
borrowings under the revolving credit facility. The effective interest rate of
these notes is 10.5%.

The senior subordinated notes may be redeemable at the option of MMI, in whole
or in part, at any time on or after April 15, 2002 at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and liquidated damages, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on April
15 of the years indicated below:

<Table>
<Caption>
Year                                                   Percentage
----                                                   ----------
<S>                                                    <C>
2002                                                    105.625%
2003                                                    103.750%
2004                                                    101.875%
2005 and thereafter                                     100.000%
</Table>



                                       22
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


7. LONG-TERM OBLIGATIONS- (CONTINUED)

MMI's senior subordinated notes are subject to a "Change in Control" provision.
This provision states that a change in control exists if either of the following
occurs; a sale of substantially all of MMI' s assets, the liquidation or
dissolution of MMI, a change in the beneficial ownership of more that 50% of the
total voting power of the voting stock, or the majority of the members of the
Board of Directors do not continue as directors. If a change in control exists,
each holder will have the right to require MMI to repurchase all or any part of
their notes at a repurchase price in cash at 101% of the aggregate principal
plus accrued and unpaid interest and liquidating damages, if any.

Scheduled maturities of long-term debt, including capital lease obligations, are
as follows:

<Table>
<Caption>
(In thousands)                      Long-Term Debt   Capital Leases
                                    --------------   --------------
<S>                                 <C>              <C>
2001                                        65,509            2,079
2002                                            --            1,880
2003                                            --            1,175
2004                                            --              623
2005 and thereafter                        150,000              100
                                    --------------   --------------
                                           215,509            5,857
Less amount representing interest               --              916
                                    --------------   --------------
                                    $      215,509   $        4,937
                                    ==============   ==============
</Table>

8. OPERATING LEASES

MMI leases warehouse and office space and certain machinery and equipment under
operating leases. Future minimum lease payments on noncancelable operating
leases with remaining terms of one or more years consisted of the following at
December 30, 2000 (in thousands):

<Table>
<S>                      <C>
2001                     $ 4,526
2002                       2,770
2003                       1,843
2004                       1,077
2005                         455
2006 and thereafter        1,000
                         -------
   Total                 $11,671
                         =======
</Table>

Total rental expense for fiscal years 2000, 1999 and 1998 was $5,807,000,
$5,846,000 and $5,103,000, respectively.



                                       23
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


9. EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

401(k) Plan. MMI maintains the MMI Products, Inc. 401(k) Savings Plan (the
"401(k) Plan"). All Company employees are eligible to participate in the 401(k)
Plan after one year of employment. In some instances amendments are made to the
401(k) Plan for immediate eligibility of employees of an acquired company.
Employees may elect to make pre-tax contributions up to the applicable statutory
maximum limits to the 401(k) Plan. MMI makes matching contributions (subject to
statutory limits) in an amount equal to 25% of the employee's contributions on
the first 2% of the employee's compensation. In addition, MMI may make
additional contributions in such amounts as it may elect. Company contributions
vest over four years at a rate of 25% for each year of service completed.

Pension Plan. MMI maintains the MMI Products, Inc. Pension Plan (the "Pension
Plan"), which is a money purchase defined contribution plan. Employees of MMI
(other than employees covered by a collective bargaining agreement) generally
are eligible to participate in the Pension Plan after one year of employment.

MMI makes annual contributions to the Pension Plan for each eligible employee in
accordance with a formula that is based on the participant's age and level of
compensation. The Pension Plan provides for 100% vesting after five years of
service.

MMI's contributions to the 401(k) Plan and the Pension Plan for fiscal years
2000, 1999 and 1998 were $1,566,000, $1,444,000 and $1,385,000, respectively.

Defined Benefit Plans

MMI maintains a retirement plan which covers certain employees under a
collective bargaining agreement. Plan benefits are based primarily on years of
service. It is the policy of MMI to fund this plan currently based upon
actuarial determinations and applicable tax regulations.

<Table>
<Caption>
(In thousands)                                Fiscal Years
                                        ------------------------
                                           2000          1999
                                        ----------    ----------
<S>                                     <C>           <C>
Reconciliation of benefit obligation:
Obligation at beginning of year         $    2,257    $    2,233
Service cost                                    79            73
Interest cost                                  171           153
Plan amendments                                120            --
Actuarial gain (loss)                          312          (104)
Benefit payments                              (242)          (98)
                                        ----------    ----------
Obligation at end of year                    2,697         2,257
                                        ----------    ----------
</Table>



                                       24
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


9. EMPLOYEE BENEFIT PLANS - (CONTINUED)

<Table>
<Caption>
(In thousands)                                         Fiscal Years
                                                 ------------------------
                                                    2000          1999
                                                 ----------    ----------
<S>                                              <C>           <C>
Reconciliation of fair value of plan assets:
Fair value of plan assets at beginning of year        2,292         1,692
Actual return on plan assets                            207           160
Employer contributions                                  350           421
Actuarial gain (loss)                                  (172)          117
Benefit payments                                       (242)          (98)
                                                 ----------    ----------
Fair value of plan assets at end of year(1)           2,435         2,292
                                                 ----------    ----------

Funded status:
Funded status at end of year                           (262)           35
Unrecognized prior-service cost                         195            86
Unrecognized loss                                       617            85
Additional pension (liability) prepaid                 (812)           48
                                                 ----------    ----------
Net amount recognized                                  (262)   $      254
                                                 ----------    ----------
</Table>

     (1)  Plan assets are comprised of various equity, debt and government
          securities.

The following table provides the amounts recognized in the statement of
financial position:

<Table>
<Caption>
(In thousands)                           December 30, 2000     January 1, 2000
                                         -----------------    -----------------
<S>                                      <C>                  <C>
Accrued benefit asset (liability)        $            (262)   $              35
Intangible asset                                       195                   86
Accumulated other comprehensive income                 617                   85
Additional pension (liability) prepaid                (812)                  48
                                         -----------------    -----------------
Net amount recognized                    $            (262)   $             254
                                         =================    =================
</Table>

The plan's accumulated benefit obligation was $2,697,000 and $2,257,000 for
fiscal years 2000 and 1999, respectively.

<Table>
<Caption>
(In thousands)                              Fiscal Years
                                     --------------------------
                                      2000      1999      1998
                                     ------    ------    ------
<S>                                  <C>       <C>       <C>
Service cost                         $   79    $   73    $   65
Interest cost                           171       153       157
Expected return on plan assets         (207)     (160)     (137)
Amortization of prior-service cost       11        11        11
Amortization of net (gain) loss          --        15         5
                                     ------    ------    ------
Net periodic benefit cost            $   54    $   92    $  101
                                     ======    ======    ======
</Table>

The amount included within other comprehensive income arising from changes in
the additional minimum pension liability was a charge of $427,000 in fiscal year
2000 and income of $272,000 for fiscal year 1999.



                                       25
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


9. EMPLOYEE BENEFIT PLANS - (CONTINUED)

The prior-service costs are amortized on a straight-line basis over the average
remaining working lifetime of participants. Gains and losses in excess of 10% of
the greater of benefit obligation and the market-related value of assets are
amortized over the average remaining working lifetime of participants expected
to receive benefits.

<Table>
<Caption>
                                                    Fiscal Years
                                                --------------------
                                                  2000        1999
                                                --------    --------
<S>                                             <C>         <C>
Weighted average assumptions:
  Discount rate                                     7.75%       7.75%
  Expected long-term rate of return on assets       8.50%       8.50%
</Table>

MMI also contributes to certain multi-employer, defined benefit plans covering
certain employees under other collective bargaining agreements. Total expenses
for these plans were $447,000, $345,000 and $280,000 for fiscal years 2000, 1999
and 1998, respectively.

Stock Options

On November 12, 1999 options for 15,660 shares of MMHC Class A Common Stock were
redeemed at a price of $1.00 per share in connection with the 1999
Recapitalization transaction. All outstanding stock options were redeemed in
this transaction and subsequently the plan was terminated.

Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
(SFAS 123) establishes alternative methods of accounting and disclosure for
employee stock-based compensation arrangements. MMI uses the intrinsic value
method of accounting as prescribed by Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees, for MMHC's stock options granted
to MMI's employees. This method generally does not result in the recognition of
compensation expense when employee stock options are granted if the exercise
price of the option equals or exceeds the fair market value of the stock at the
date of grant. If the provisions of SFAS 123 had been used in fiscal years 2000
and 1999 earnings would not have been materially different than reported.

10. INCOME TAXES

Significant components of the provision for income taxes which are not allocated
to the business segments, are as follows:

<Table>
<Caption>
(In thousands)               Fiscal Years
                    ------------------------------
                      2000       1999       1998
                    --------   --------   --------
<S>                 <C>        <C>        <C>
Current:
  Federal           $ 10,612   $ 10,482   $  5,759
  State and local      1,322      2,352      1,245
                    --------   --------   --------
                      11,934     12,834      7,004
</Table>



                                       26
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


10. INCOME TAXES - (CONTINUED)

<Table>
<Caption>
(In thousands)                        Fiscal Years
                             ------------------------------
                               2000       1999       1998
                             --------   --------   --------
<S>                          <C>        <C>        <C>
Deferred:
  Federal                         798         76        280
  State and local                 124         16         60
                             --------   --------   --------
                                  922         92        340
                             --------   --------   --------
Total current and deferred   $ 12,856   $ 12,926   $  7,344
                             ========   ========   ========
</Table>

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The net deferred tax
liability increased by $5,705,000 related to the acquisition of Hallett.
Significant components of MMI's deferred tax liabilities and assets are as
follows:

<Table>
<Caption>
(In thousands)                      December 30, 2000    January 1, 2000
                                    -----------------   -----------------
<S>                                 <C>                 <C>
Deferred tax liabilities:
  Property, plant, and equipment    $          13,593   $           7,124
  Trade receivables valuation                     265                 558
  Other                                           861                 841
                                    -----------------   -----------------
Total deferred tax liabilities                 14,719               8,523
Deferred tax assets:
  Inventory valuation                             577               1,065
  Allowance for doubtful accounts                 454                 732
  Self-insurance accruals                         958                 684
  Other                                           863                 527
                                    -----------------   -----------------
Total deferred tax assets                       2,852               3,008
                                    -----------------   -----------------
     Net deferred tax liabilities   $          11,867   $           5,515
                                    =================   =================
</Table>

For the year ended December 30, 2000 MMI has recorded a deferred tax benefit of
$275,000 arising from the changes in the additional minimum pension liability
that is recorded as part of accumulated other comprehensive income.

The reconciliation of income tax computed at the U.S. federal statutory tax rate
to income tax expense is as follows for fiscal years 2000, 1999, and 1998:

<Table>
<Caption>
(In thousands)                                  Fiscal Years
                                       ------------------------------
                                         2000       1999       1998
                                       --------   --------   --------
<S>                                    <C>        <C>        <C>
Tax at U.S. statutory rate             $ 11,210   $ 11,034   $  6,396
State and local income taxes, net of
    federal benefit                         924      1,587        844
Goodwill                                    466        127         62
Other, net                                  256        178         42
                                       --------   --------   --------
Total                                  $ 12,856   $ 12,926   $  7,344
                                       ========   ========   ========
</Table>



                                       27
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


11. CONTINGENCIES

MMI is involved in a number of legal actions arising in the ordinary course of
business. MMI believes that the various asserted claims and litigation in which
it is involved will not materially affect its financial position or future
operating results, although no assurance can be given with respect to the
ultimate outcome of any such claim or litigation.

12. SEGMENT REPORTING

MMI has five operating units that are aggregated into two reportable segments;
Fence and Concrete Construction Products. The Fence segment has three operating
units that offer similar products and services. The Concrete Construction
Products segment has two operating units that offer complimentary products and
services within the concrete construction industry.

Fence Segment

The Fence segment manufactures chain link fence fabric, a full line of aluminum
die cast and galvanized pressed steel fittings, ornamental iron products, PVC
color coated wire and vinyl coated color pipe, tubing and fittings. In addition,
the segment also distributes a variety of fence products including pipe, tubing,
wood, vinyl, aluminum, and ornamental iron fence products, gates, hardware, and
other related products. The fence products are used in a variety of residential
and commercial applications.

Concrete Construction Products Segment

The Concrete Construction Products segment manufactures wire mesh and a variety
of concrete accessories. Concrete accessories include supports for steel
reinforcing bars and wire mesh, form ties, basket assemblies, anchors and
inserts. The concrete construction products are used in the construction of
roads, bridges and other heavy construction projects including commercial
buildings.

The accounting policies of the reportable segments are the same as those
described in Note 1. MMI evaluates the performance of its operating segments
based upon income before interest expense, income taxes, depreciation,
amortization and nonrecurring items.

Summarized financial information concerning the reportable segments is shown in
the following table. The Corporate column for earnings before interest and
income taxes represents only amortization of intangibles and nonrecurring items.
Corporate general and administrative expenses are allocated to the segments
based upon proportional net sales.



                                       28
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


12. SEGMENT REPORTING - (CONTINUED)

<Table>
<Caption>
(In thousands)                                              Fiscal Year 2000
                                      ----------------------------------------------------------
                                                       Concrete
                                         Fence       Construction     Corporate        Total
                                      ------------   ------------   ------------    ------------
<S>                                   <C>            <C>            <C>             <C>
External sales                        $    276,185   $    254,244             --         530,429
Earnings before interest and income
taxes                                       14,826         42,968         (2,563)         55,231
Interest expense                                --             --         23,203          23,203
Income taxes                                    --             --         12,856          12,856
Net income                                  14,826         42,968        (38,622)         19,172
Depreciation and amortization                4,203          6,410          2,563          13,176
EBITDA(2)                                   19,029         49,378             --          68,407
Segment assets(3)                          105,331        123,821         66,536         295,688
Capital expenditures                         3,010          3,772            151           6,933
</Table>

<Table>
<Caption>
                                                            Fiscal Year 1999
                                      ----------------------------------------------------------
                                                       Concrete
                                         Fence       Construction     Corporate        Total
                                      ------------   ------------   ------------    ------------
<S>                                   <C>            <C>            <C>             <C>
External sales                        $    270,714   $    209,891             --         480,605
Nonrecurring expenses(1)                        --             --          2,441           2,441
Earnings before interest and income
taxes                                       18,473         36,148         (3,642)         50,979
Interest expense                                --             --         19,453          19,453
Income taxes                                    --             --         12,926          12,926
Net income                                  18,473         36,148        (36,021)         18,600
Depreciation and amortization                3,647          4,187          1,199           9,033
EBITDA(2)                                   22,120         40,333         (2,441)         60,012
Segment assets(3)                          107,219         94,791         41,473         243,483
Capital expenditures                         2,153          4,385             93           6,631
</Table>

<Table>
<Caption>
                                                            Fiscal Year 1998
                                      ----------------------------------------------------------
                                                       Concrete
                                         Fence       Construction     Corporate        Total
                                      ------------   ------------   ------------    ------------
<S>                                   <C>            <C>            <C>             <C>
External sales                        $    208,117   $    210,238   $         --    $    418,355
Earnings before interest and income
taxes                                       14,043         22,315           (764)         35,594
Interest expense                                --             --         17,320          17,320
Income taxes                                    --             --          7,344           7,344
Net income                                  14,043         22,315        (25,428)         10,930
Depreciation and amortization                2,919          3,504            764           7,187
EBITDA(2)                                   16,962         25,819             --          42,781
Segment assets(3)                           89,304         92,700         38,222         220,226
Capital expenditures                         1,606          8,325            295          10,226
</Table>



                                       29
<PAGE>

                               MMI PRODUCTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
                                   (CONTINUED)


12. SEGMENT REPORTING - (CONTINUED)

(1)  Nonrecurring stock compensation expense resulting from the exercise of
     stock options as part of the 1999 Recapitalization of MMHC.

(2)  EBITDA is defined as the sum of income before interest expense, income
     taxes, depreciation and amortization. EBITDA is presented because it is a
     widely accepted financial indicator of a company's ability to service and
     incur debt. EBITDA should not be considered in isolation from or as a
     substitute for net income or cash flow measures prepared in accordance with
     generally accepted accounting principles or as a measure of a company's
     profitability or liquidity.

(3)  Segment assets include accounts receivable, inventory and property, plant
     and equipment. Corporate assets include all other components of total
     consolidated assets.

13. QUARTERLY FINANCIAL DATA (UNAUDITED)

<Table>
<Caption>
(In thousands)               2000 (by fiscal quarter)
                  ---------------------------------------------
                      1           2           3           4
                  ---------   ---------   ---------   ---------
<S>               <C>         <C>         <C>         <C>
Net sales         $ 119,791   $ 149,888   $ 144,739   $ 116,011
Gross profit         23,130      30,507      27,510      19,646
Net income            3,691       7,509       5,791       2,181
</Table>

<Table>
<Caption>
                             1999 (by fiscal quarter)
                  ---------------------------------------------
                      1           2           3           4
                  ---------   ---------   ---------   ---------
<S>               <C>         <C>         <C>         <C>
Net sales         $ 102,942   $ 136,198   $ 131,158   $ 110,307
Gross profit         18,302      27,860      25,660      22,454
Net income            2,367       7,902       6,245       2,086
</Table>


14. SUBSEQUENT EVENTS

On February 1, 2001, MMI purchased certain assets of Page Two, Inc. and Kewe 3,
Inc. for cash of approximately $2 million, which was funded by the revolving
credit facility. The assets primarily consist of a production line located in
Bartonville, Illinois which applies an aluminum coating on strand wire. The
acquisition was accounted for as a purchase. The excess purchase price over the
preliminary estimate of the fair value of the assets acquired of $0.6 million
will be amortized over 10 years.

On March 1, 2001, MMI's revolving credit facility was increased from $75 million
to $100 million to provide additional working capital for expected seasonal
needs and business acquisitions.



                                       30
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 and 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.

                                           MMI PRODUCTS, INC.
                                       By: /s/ Robert N. Tenczar
                                           -------------------------------------
                                           Robert N. Tenczar, Vice President
                                           and Chief Financial Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
is signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


Date: November 27, 2001         By: /s/ Julius S. Burns
                                    --------------------------------------------
                                    Julius S. Burns, Chairman, President
                                    and Chief Executive Officer
                                    (principal executive officer and director)

Date: November 27, 2001         By: /s/ Robert N. Tenczar
                                    --------------------------------------------
                                    Robert N. Tenczar, Vice President
                                    and Chief Financial Officer
                                    (principal financial and accounting officer)

Date: November 27, 2001         By:                      *
                                    --------------------------------------------
                                    Thomas F. McWilliams, Director

Date: November 27, 2001         By:                      *
                                    --------------------------------------------
                                    Carl L. Blonkvist, Director

Date: November 27, 2001         By:                      *
                                    --------------------------------------------
                                    Stuyvesant Comfort, Director

*    By:  /s/ Robert N. Tenczar
          ----------------------------------
          Robert N. Tenczar
          Attorney-in-fact



                                       31
<PAGE>

SCHEDULE II

                               MMI PRODUCTS, INC.
                        VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                          Balance at       Charged to                               Balance at
                                          Beginning         Costs and                                 End of
                                          of Period         Expenses            Deductions            Period
                                         ------------     ------------         ------------        ------------
<S>                                      <C>              <C>                  <C>                 <C>
Fiscal Year Ended December 30, 2000:
   Allowance for Doubtful Accounts       $      2,667     $      1,293         $      2,796(a)     $      1,164
   Reserve for damaged and
     Slow-moving inventory                        789             (394)(c)               --                 395

Fiscal Year Ended January 1, 2000:
   Allowance for Doubtful Accounts       $      1,926     $      1,471         $        730(a)     $      2,667
   Reserve for damaged and
     slow-moving inventory                        634              270                  115(b)              789

Fiscal Year Ended January 2, 1999:
   Allowance for Doubtful Accounts       $      1,876     $        234         $        184(a)     $      1,926
   Reserve for damaged and
     slow-moving inventory                        946              103                  415(b)              634
</Table>

(a)  Uncollectible accounts written off, net of recoveries.

(b)  Write off of inventory.

(c)  Reversal of reserves due to changes in estimates.



                                       32