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

                                   Form 10-Q
(Mark One)

[ X ]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended April 30, 1999

                                       OR

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

         For the transition period from _____________ to ______________

                                 METALLURG, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                                  <C>
        DELAWARE                                                        13-1661467
-------------------------------                                      -------------------
(State or Other Jurisdiction of                                      (I.R.S. Employer
Incorporation or Organization)                                       Identification No.)
</TABLE>

                               6 EAST 43RD STREET
                            NEW YORK, NEW YORK 10017
                    ----------------------------------------
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                                 (212) 835-0200
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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 whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
                                    Yes [X]  No  [ ]

The number of shares of common stock, $0.01 par value, issued and outstanding as
of June 15, 1999 was 5,000,000.
<PAGE>   2
                 METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

                                     INDEX


<TABLE>
<CAPTION>
                                                                     Page No.
                                                                     -------
<S>                                                                  <C>
Part I.   FINANCIAL INFORMATION

          Item 1 -  Financial Statements (Unaudited)

             Condensed Statement of Consolidated Operations
                for the Quarters Ended April 30, 1999 and 1998          3

             Condensed Consolidated Balance Sheets at April 30,
                1999 and January 31, 1999                               4


             Condensed Statements of Consolidated Cash Flows
                for the Quarters Ended April 30, 1999 and 1998          5

             Notes to Condensed Consolidated Financial
                Statements                                              6

          Item 2  -  Management's Discussion and Analysis of
             Financial Condition and Results of Operations             12


Part II.  OTHER INFORMATION

          Item 6. (a)     EXHIBITS                                     17

          Item 6. (b)     REPORT ON FORM 8-K                           17

          Signature Page                                               18
</TABLE>


                                       2
<PAGE>   3
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
(IN THOUSANDS)

----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                  Quarter         Quarter
                                                   Ended           Ended
                                                 April 30,        April 30,
                                                   1999             1998
                                                 ---------        ---------

<S>                                              <C>              <C>
Sales ....................................       $ 117,679        $ 167,675
Commission income ........................             134              155
                                                 ---------        ---------
   Total revenue .........................         117,813          167,830
                                                 ---------        ---------
Operating costs and expenses:
   Cost of sales .........................         108,039          139,008
   Selling, general and administrative
      expenses............................          14,408           14,761
                                                 ---------        ---------
      Total operating costs and expenses .         122,447          153,769
                                                 ---------        ---------
      Operating (loss) income ............          (4,634)          14,061
Other income (expense):
   Other income, net .....................              32              878
   Interest expense, net .................          (2,966)          (2,072)
                                                 ---------        ---------
(Loss) income before income tax
      provision ..........................          (7,568)          12,867
Income tax provision .....................             976            6,077
                                                 ---------        ---------

Net (loss) income ........................          (8,544)           6,790

Other comprehensive (loss) income:
   Foreign currency translation adjustment          (1,684)              76
                                                 ---------        ---------
   Comprehensive (loss) income ...........       $ (10,228)       $   6,866
                                                 =========        =========
</TABLE>




----------------------------------------------------------------------------

       See notes to condensed unaudited consolidated financial statements


                                       3
<PAGE>   4
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
-----------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             April 30,       January 31,
                                               1999             1999
                                             ---------        ---------
                                            (Unaudited)
<S>                                          <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents .........       $  39,945        $  37,293
   Accounts and notes receivable, net           74,007           63,680
   Inventories .......................         103,065          120,658
   Other assets ......................          16,960           16,759
                                             ---------        ---------
      Total current assets ...........         233,977          238,390
Property, plant and equipment, net ...          47,751           49,018
Other assets .........................          21,979           23,709
                                             ---------        ---------
      TOTAL ..........................       $ 303,707        $ 311,117
                                             =========        =========


LIABILITIES
Current liabilities:
   Short-term debt and current portion
      of long-term debt ..............       $   5,663        $   4,945
   Trade payables ....................          44,352           37,460
   Accrued expenses ..................          27,178           25,801
   Other current liabilities .........           2,611            3,955
                                             ---------        ---------
      Total current liabilities ......          79,804           72,161
                                             ---------        ---------

Long-term debt .......................         107,861          109,185
Accrued pension liabilities ..........          37,915           41,062
Environmental liabilities, net .......          34,399           35,463
Other liabilities ....................           6,007            5,556
                                             ---------        ---------
      Total long-term liabilities ....         186,182          191,266
                                             ---------        ---------

      Total liabilities ..............         265,986          263,427
                                             ---------        ---------

SHAREHOLDERS' EQUITY
Common stock .........................              50               50
Additional paid-in capital ...........          45,516           45,257
Accumulated other comprehensive loss..          (2,072)            (388)
Retained (deficit) earnings ..........          (5,773)           2,771
                                             ---------        ---------
      Total shareholders' equity .....          37,721           47,690
                                             ---------        ---------
      TOTAL ..........................       $ 303,707        $ 311,117
                                             =========        =========
</TABLE>




-----------------------------------------------------------------------

      See notes to condensed unaudited consolidated financial statements.


                                       4
<PAGE>   5
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
-----------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                        Quarter         Quarter
                                                         Ended           Ended
                                                        April 30,       April 30,
                                                          1999            1998
                                                        --------        --------
<S>                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income ...............................       $ (8,544)       $  6,790
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
  Executive stock awards ........................             --             293
  Depreciation and amortization .................          1,945           2,188
  Gain on sale of assets ........................             (7)           (493)
  Deferred income taxes .........................            580           1,387
  Provision for doubtful accounts ...............            135             289
  Other, net ....................................          4,316           4,123
                                                        --------        --------
    Total .......................................         (1,575)         14,577

Change in operating assets and liabilities:
  Increase in trade receivables .................        (14,982)        (11,353)
  Decrease (increase) in inventories ............         13,754            (297)
  Decrease in other current assets ..............          1,024           1,328
  Increase in trade payables and accrued expenses          8,118           8,633
  Payments for environmental remediation ........           (713)           (558)
  Other assets and liabilities, net .............           (924)         (1,286)
                                                        --------        --------
    Net cash provided by operating activities ...          4,702          11,044
                                                        --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment ....         (2,340)         (2,929)
  Proceeds from asset sales .....................             13           1,143
  Other, net ....................................           (293)         (1,781)
                                                        --------        --------
    Net cash used in investing activities .......         (2,620)         (3,567)
                                                        --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net short-term borrowings .....................          1,296             146
  Repayment of long-term debt ...................           (392)           (419)
                                                        --------        --------
    Net cash provided by (used in) financing
       activities ...............................            904            (273)
                                                        --------        --------

Effects of exchange rate changes on cash and cash
   equivalents...................................           (334)             14
                                                        --------        --------
Net increase in cash and cash equivalents .......          2,652           7,218
Cash and cash equivalents - beginning of period .         37,293          43,003
                                                        --------        --------
Cash and cash equivalents - end of period .......       $ 39,945        $ 50,221
                                                        ========        ========
</TABLE>




-----------------------------------------------------------------------------
      See notes to condensed unaudited consolidated financial statements.


                                       5
<PAGE>   6
METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

    The accompanying condensed unaudited consolidated financial statements
    include the accounts of Metallurg, Inc. ("Metallurg") and its majority-owned
    subsidiaries (collectively, the "Company"). These financial statements have
    been prepared in accordance with generally accepted accounting principles
    for interim financial information pursuant to Accounting Principles Board
    Opinion No. 28. Accordingly, they do not include all of the information and
    footnotes required by generally accepted accounting principles for complete
    financial statements. The condensed consolidated balance sheet as of January
    31, 1999 was derived from audited financial statements. In the opinion of
    management, all adjustments (consisting of normal recurring adjustments)
    considered necessary for a fair presentation have been included. Operating
    results for the interim periods presented are not necessarily indicative of
    the results to be expected for a full year.

    The Company is a wholly owned subsidiary of Metallurg Holdings, Inc.
    ("Metallurg Holdings") since the acquisition date of July 13, 1998. The
    financial statements do not reflect the pushdown of purchase accounting
    adjustments recorded by Metallurg Holdings.

    For further information, see the financial statements and footnotes thereto
    included in the Company's audited consolidated financial statements for the
    year ended January 31, 1999.

    The Company reports the results of its operating subsidiaries on a one-month
    lag. Accordingly, the quarters ended April 30, 1999 and 1998 include
    worldwide operating results of the operating subsidiaries for the three
    months ended March 31, 1999 and 1998 and operating results of Metallurg,
    Inc., the parent holding company, for the three months ended April 30, 1999
    and 1998. Balance sheet data at April 30, 1999 reflect the financial
    position of Metallurg, Inc. at April 30, 1999 and of its operating
    subsidiaries at March 31, 1999. Balance sheet data at January 31, 1999
    reflect the financial position of Metallurg, Inc. at January 31, 1999 and
    of its operating subsidiaries at December 31, 1998.


2.  INVENTORIES

    Inventories, net of reserves, consist of the following (in thousands):

<TABLE>
<CAPTION>
                                       April 30,     January 31,
                                         1999           1999
                                       --------       --------

<S>                                    <C>            <C>
Raw materials .....................    $ 20,468       $ 29,096
Work in process ...................       2,862          3,249
Finished goods ....................      74,877         83,116
Other .............................       4,858          5,197
                                       --------       --------
   Total ..........................    $103,065       $120,658
                                       ========       ========
</TABLE>


3.  COMMITMENTS AND CONTINGENCIES

    The Company continues defending various claims and legal actions arising in
    the normal course of business, including those relating to environmental
    matters. Management believes, based on the advice of counsel, that the
    outcome of such litigation will not have a material adverse effect on the
    Company's consolidated financial position, results of operations or
    liquidity. There can be no assurance, however, that existing or future
    litigation will not result in an adverse judgment against the Company which
    could have a material adverse effect on the Company's future results of
    operations or cash flows.


                                       6
<PAGE>   7
    4.  EARNINGS PER COMMON SHARE

        The presentation of earnings per share is not presented since the
        Company is a wholly owned subsidiary of Metallurg Holdings.


    5.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

        In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
        Instruments and Hedging Activities". SFAS No. 133 establishes accounting
        and reporting standards for derivative instruments, including certain
        derivative instruments embedded in other contracts, and for hedging
        activities. It requires that an entity recognize all derivatives as
        either assets or liabilities in the statement of financial position and
        measure those instruments at fair value. SFAS No. 133 is effective for
        all fiscal quarters of fiscal years beginning after June 15, 2000. The
        Company is currently evaluating the impact SFAS No. 133 will have on its
        financial statements.


                                       7
<PAGE>   8
6.  SUPPLEMENTAL GUARANTOR INFORMATION
    In November 1997, the Company issued $100 million principal amount of its
    11% Senior Notes due 2007. Under the terms of the Senior Notes, Shieldalloy
    Metallurgical Corporation ("Shieldalloy"), Metallurg Holdings Corporation,
    Metallurg Services, Inc., Metallurg International Resources, Inc. and MIR
    (China), Inc. (collectively, the "Guarantors"), wholly owned subsidiaries
    of the Company, have fully and unconditionally guaranteed on a joint and
    several basis the Company's obligations to pay principal, premium and
    interest relative to the Senior Notes. Management has determined that
    separate, full financial statements of the Guarantors would not be material
    to potential investors and, accordingly, such financial statements are not
    provided. Supplemental financial information of the Guarantors is presented
    below.


          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (UNAUDITED)
                      FOR THE QUARTER ENDED APRIL 30, 1999
                                 (In thousands)

<TABLE>
<CAPTION>
                                    Metallurg,       Combined         Combined
                                        Inc.        Guarantor       Non-Guarantor
                                ("Parent Company") Subsidiaries     Subsidiaries     Eliminations     Consolidated
                                ------------------ ------------     ------------     ------------     ------------

<S>                                 <C>            <C>              <C>              <C>              <C>
Sales .......................       $   7,297        $  32,741        $  96,653        $ (19,012)       $ 117,679
Commission income ...........              --                2              177              (45)             134
                                    ---------        ---------        ---------        ---------        ---------
   Total revenue ............           7,297           32,743           96,830          (19,057)         117,813
                                    ---------        ---------        ---------        ---------        ---------
Operating costs and expenses:
   Cost of sales ............           6,572           35,244           85,120          (18,897)         108,039
   Selling, general and
      administrative expenses           1,926            2,191           10,291               --           14,408
                                    ---------        ---------        ---------        ---------        ---------
   Total operating costs
      and expenses ..........           8,498           37,435           95,411          (18,897)         122,447
                                    ---------        ---------        ---------        ---------        ---------
Operating (loss) income .....          (1,201)          (4,692)           1,419             (160)          (4,634)

Other income (expense):
   Other income, net ........              --                7               25               --               32
   Interest (expense) income,
    net......................          (2,931)             426             (461)              --           (2,966)
   Equity in loss
     of subsidiaries..                 (2,986)            (675)              --            3,661               --
                                    ---------        ---------        ---------        ---------        ---------
(Loss) income before
   income tax provision .....          (7,118)          (4,934)             983            3,501           (7,568)

Income tax provision
   (benefit) ................           1,426           (1,623)           1,173               --              976
                                    ---------        ---------        ---------        ---------        ---------
Net (loss) income ...........          (8,544)          (3,311)            (190)           3,501           (8,544)

Other comprehensive (loss)
  income:
Foreign currency
  translation adjustment ....          (1,684)          (1,199)          (1,676)           2,875           (1,684)
                                    ---------        ---------        ---------        ---------        ---------
Comprehensive (loss) income ..      $ (10,228)       $  (4,510)       $  (1,866)       $   6,376        $ (10,228)
                                    =========        =========        =========        =========        =========
</TABLE>


                                       8
<PAGE>   9
      CONDENSED CONSOLIDATING BALANCE SHEET AT APRIL 30, 1999 (UNAUDITED)
                                 (In thousands)

<TABLE>
<CAPTION>
                                        Metallurg,      Combined         Combined
                                            Inc.        Guarantor       Non-Guarantor
                                    ("Parent Company") Subsidiaries     Subsidiaries     Eliminations     Consolidated
                                    -----------------  ------------     ------------     ------------     ------------

<S>                                     <C>            <C>              <C>              <C>              <C>
ASSETS
Current assets:
   Cash and cash
      equivalents ...............       $  28,998        $   1,131        $  15,374        $  (5,558)       $  39,945
   Accounts, notes and loans
      receivable, net ...........          28,754           39,946           58,019          (52,712)          74,007
   Inventories ..................              --           36,840           69,503           (3,278)         103,065
   Other assets .................           8,224            2,036            8,193           (1,493)          16,960
                                        ---------        ---------        ---------        ---------        ---------
       Total current assets......          65,976           79,953          151,089          (63,041)         233,977
Investments -  intergroup .......         103,762           55,248               --         (159,010)              --
Property, plant and
   equipment, net ...............           1,026            7,962           38,763               --           47,751
Other assets ....................           5,167           17,618           16,408          (17,214)          21,979
                                        ---------        ---------        ---------        ---------        ---------
      Total .....................       $ 175,931        $ 160,781        $ 206,260        $(239,265)       $ 303,707
                                        =========        =========        =========        =========        =========


LIABILITIES
Current liabilities:
   Short-term debt and current
     portion of long-term debt ..                                         $  11,221        $  (5,558)       $   5,663
   Accounts and loans
      payable ...................       $  13,176        $  29,560           64,328          (62,712)          44,352
   Accrued expenses .............           6,290            8,085           12,803               --           27,178
   Other current liabilities ....              --            1,519            2,585           (1,493)           2,611
                                        ---------        ---------        ---------        ---------        ---------
      Total current liabilities .          19,466           39,164           90,937          (69,763)          79,804
                                        ---------        ---------        ---------        ---------        ---------
Long-term liabilities:
   Long-term debt ...............         100,000               --            7,861               --          107,861
   Accrued pension liabilities ..             173            1,795           35,947               --           37,915
   Environmental liabilities,
       net.......................              --           31,986            2,413               --           34,399
   Other liabilities ............          18,571               --            4,650          (17,214)           6,007
                                        ---------        ---------        ---------        ---------        ---------
      Total long-term liabilities         118,744           33,781           50,871          (17,214)         186,182
                                        ---------        ---------        ---------        ---------        ---------
      Total liabilities .........         138,210           72,945          141,808          (86,977)         265,986
                                        ---------        ---------        ---------        ---------        ---------

SHAREHOLDERS' EQUITY:
   Common stock outstanding .....              50            1,227           52,191          (53,418)              50
   Additional paid-in capital ...          45,516           90,867            1,014          (91,881)          45,516
   Accumulated other
     comprehensive (loss) income.          (2,072)          (1,385)          19,669          (18,284)          (2,072)
   Retained (deficit) earnings...          (5,773)          (2,873)          (8,422)          11,295           (5,773)
                                        ---------        ---------        ---------        ---------        ---------
      Shareholders' equity ......          37,721           87,836           64,452         (152,288)          37,721
                                        ---------        ---------        ---------        ---------        ---------
      Total .....................       $ 175,931        $ 160,781        $ 206,260        $(239,265)       $ 303,707
                                        =========        =========        =========        =========        =========
</TABLE>


                                       9
<PAGE>   10
           CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED)
                      FOR THE QUARTER ENDED APRIL 30, 1999
                                 (In thousands)



<TABLE>
<CAPTION>
                                              Metallurg,       Combined        Combined
                                                 Inc.          Guarantor      Non-Guarantor
                                          ("Parent Company")  Subsidiaries    Subsidiaries    Eliminations    Consolidated
                                          ------------------  ------------    ------------    ------------    ------------

<S>                                           <C>            <C>             <C>             <C>             <C>
NET CASH FLOWS FROM
   OPERATING ACTIVITIES ................       $    448        $  2,915        $  1,323        $     16        $  4,702
                                               --------        --------        --------        --------        --------

CASH FLOWS FROM INVESTING
ACTIVITIES:
   Additions to property, plant
     and equipment .....................           (129)           (604)         (1,607)             --          (2,340)
   Proceeds from asset sales ...........             --              13              --              --              13
   Other, net ..........................           (312)             --              19              --            (293)
                                               --------        --------        --------        --------        --------
Net cash used in investing
   activities ..........................           (441)           (591)         (1,588)             --          (2,620)
                                               --------        --------        --------        --------        --------

CASH FLOWS FROM FINANCING
ACTIVITIES:
   Intergroup borrowings (repayments) ..          3,238          (2,288)           (934)            (16)             --
   Net short-term borrowings ...........             --              --             776             520           1,296
   Repayment of long-term debt .........             --              --            (392)             --            (392)
   Dividends received (paid) ...........            140              --            (140)             --              --
                                               --------        --------        --------        --------        --------
Net cash provided by (used in)
   financing activities ................          3,378          (2,288)           (690)            504             904
                                               --------        --------        --------        --------        --------

Effects of exchange rate changes on cash
   and cash equivalents.................             --              --            (334)             --            (334)
                                               --------        --------        --------        --------        --------

Net increase (decrease) in cash
   and cash equivalents ................          3,385              36          (1,289)            520           2,652
Cash and cash equivalents -
   beginning of period .................         25,613           1,095          16,663          (6,078)         37,293
                                               --------        --------        --------        --------        --------
Cash and cash equivalents -
   end of period .......................       $ 28,998        $  1,131        $ 15,374        $ (5,558)       $ 39,945
                                               ========        ========        ========        ========        ========
</TABLE>

                                       10
<PAGE>   11
7.  SUBSEQUENT EVENT

    In June 1999, the Company received proceeds in the amount of $6.5 million
    from an insurance company upon settlement of environmental claims relating
    to periods dating back to the 1960's. These claims relate to historical
    costs of remedial activities at the Company's Newfield, New Jersey site.


                                       11
<PAGE>   12
                  METALLURG, INC. AND CONSOLIDATED SUBSIDIARIES
    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS

Certain matters discussed under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in this Form 10-Q may
constitute forward-looking statements for purposes of Section 21E of the
Securities Exchange Act of 1934, as amended, and as such may involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance and achievements of the Company to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. Factors which may cause the Company's results to be
materially different include the cyclical nature of the Company's business, the
Company's dependence on foreign customers (particularly customers in Europe),
the economic strength of the Company's markets generally and particularly the
strength of the demand for iron, steel, aluminum and superalloys and titanium
alloy industries in those markets, the accuracy of the Company's estimates of
the costs of environmental remediation and the extension or expiration of
existing anti-dumping duties.


OVERVIEW

The industries that the Company supplies are cyclical. Throughout 1997 and into
1998, market conditions for most of the Company's products were favorable.
However, sales prices and demand for several of the Company's major products
declined during the second half of 1998 and into 1999. The Company believes that
the declines were the result of economic turmoil seen in Asia, Latin America
and Russia in 1997 and 1998. In the steel industry, this led to lower
production almost everywhere except in the U.S. during the first half of 1998.
In the second half of 1998, Japan, Russia, Brazil and some other Asian countries
exported large volumes of steel to the U.S. causing domestic production to be
drastically curtailed in the latter months of 1998 and into 1999 with only very
slow improvement beginning to show towards the end of the quarter. In addition,
civilian airliner production in 1998 did not reach the levels forecast by a
major producer, and the economic turmoil already mentioned caused postponements
and cancellation of orders for airliners as trans-Pacific and Asian air
passenger volumes fell sharply. These factors contributed to lower sales of
products to the superalloy and titanium alloy industries, which had been left
holding vastly excessive inventories of their aerospace related products. The
aluminum industry had sustained satisfactory levels of demand for the Company's
products throughout 1998, and this has continued in 1999.

RESULTS OF OPERATIONS

The Company operates in one significant industry segment, the manufacture and
sale of ferrous and non-ferrous metals and alloys. The Company is organized
geographically, having established a worldwide sales network built around the
Company's core production facilities in the United States, the United Kingdom
and Germany.


                                       12
<PAGE>   13
Summarized financial information concerning the Company's reportable segments is
shown in the following table (in thousands). Each segment records direct
expenses related to its employees and operations. The "Other" column includes
corporate related items, fresh-start adjustments and results of subsidiaries not
meeting the quantitative thresholds as prescribed by applicable accounting
rules. The Company does not allocate general corporate overhead expenses to
operating segments. There have been no material changes in segment assets from
the amounts disclosed in the last annual report.

<TABLE>
<CAPTION>

                                                                    London and      Gesellschaft
                                                                   Scandinavian     fur Elektro-     Elektrowerk
                                                                   Metallurgical     metallurgie     Weisweiler
                                                                     Co., Ltd.          mbH             GmbH
                                                   Shieldalloy        ("LSM")         ("GfE")          ("EWW")           Other
                                                   -----------     -------------    ------------      ----------       ---------
<S>                                                 <C>              <C>              <C>             <C>              <C>
FOR THE QUARTER ENDED APRIL 30, 1999
Revenues from external customers ............       $  31,712        $  26,955        $  19,950       $   3,290        $  35,906
Intergroup revenue ..........................           1,029            8,653            3,652           5,437           11,282
Income tax (benefit) provision ..............          (1,669)             256              141             226            2,022
Net (loss) income............................          (2,704)             386           (1,083)            224           (8,193)

FOR THE QUARTER ENDED APRIL 30, 1998
Revenues from external customers ............       $  54,375        $  31,031        $  29,457       $   5,298        $  47,669
Intergroup revenue ..........................           1,158           15,746            2,770           9,872           13,880
Income tax provision ........................           3,113              605              601             861              897
Net income ..................................           4,409            1,327              876             791            8,050
</TABLE>

<TABLE>
<CAPTION>





                                                     Intersegment      Consolidated
                                                     Eliminations         Totals
                                                     ------------      ------------
<S>                                                   <C>
FOR THE QUARTER ENDED APRIL 30, 1999
Revenues from external customers ...............                       $ 117,813
Intergroup revenue .............................      $ (30,053)              --
Income tax provision (benefit) .................             --              976
Net (loss) income...............................          2,826           (8,544)

FOR THE QUARTER ENDED APRIL 30, 1998
Revenues from external customers ...............                       $ 167,830
Intergroup revenue .............................      $ (43,426)              --
Income tax provision ...........................             --            6,077
Net income .....................................         (8,663)           6,790
</TABLE>

Total Revenues

Total revenues decreased from $167.8 million in the quarter ended
April 30, 1998 to $117.8 million in the quarter ended April 30, 1999 due to
decreases in the selling prices and volumes of the Company's primary products.
Shieldalloy revenues were $22.8 million (41%) below the first quarter of 1998.
As a result of the negative developments in the steel industry, the market price
of ferrovanadium, a significant product for Shieldalloy, declined from
approximately $13.75 per pound during April 1998 to approximately $5.25 per
pound during April 1999. Decreased volume and selling prices of ferrovanadium
during the first quarter of 1999 resulted in a revenue decrease of approximately
$10.0 million. Volume and selling prices of ferrosilicon, chrome metal and low
carbon ferrochrome also declined in 1999.

The developments in the aerospace industry led to a reduction in superalloy and
titanium alloy demand that impacted negatively on price, and particularly on
volumes, of the Company's specialty low carbon ferrochrome, chromium and
vanadium aluminum products. As a result of negative developments in the steel
and aerospace industries, LSM total revenues were $11.2 million (24%) below the
first quarter of 1998 due primarily to decreased volume of ferrotitanium and
chromium metal sales. GfE total revenues were $8.6 million (27%) below 1998 due
primarily to decreased selling prices and volumes of vanadium aluminum and
ferrovanadium. Total revenues of EWW were $6.4 million (42%) below the first
quarter of 1998 due primarily to reduced demand for low carbon ferrochrome.

Gross Margins

Total gross margin decreased from $28.8 million in the quarter ended April 30,
1998 to $9.8 million in the quarter ended April 30, 1999, a decrease of 66.1%,
due principally to price and volume decreases in ferrovanadium, ferrotitanium
and chromium. In addition, Shieldalloy recognized a lower of cost or market
adjustment of $3.6 million relating to ferrovanadium in 1999. In aluminum master
alloys and compacted products, a decrease in volume was more than offset by
improvements in product mix and cost reductions. Gross margins of low carbon
ferrochrome declined in 1999, resulting from lower selling prices and less
favorable product mix.


                                       13
<PAGE>   14
Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SG&A") decreased slightly from
$14.8 million in the quarter ended April 30, 1998 to $14.4 million in the
quarter ended April 30, 1999. For the quarter ended April 30, 1998, SG&A
represented 8.8% of the Company's sales compared to 12.2% for the quarter ended
April 30, 1999, as a result of decreased revenues.

Operating Income

Operating income decreased from $14.1 million in the quarter ended April 30,
1998 to a loss of $4.6 million in the quarter ended April 30, 1999, due to the
decrease in gross margin, discussed above.

Other Income, Net

In March 1998, the Company sold its minority investment in a Luxembourg
affiliate and realized a gain of approximately $0.9 million.

Interest Expense, Net

Interest expense, net, is as follows (in thousands):

<TABLE>
<CAPTION>
                             Quarter         Quarter
                              Ended           Ended
                             April 30,       April 30,
                               1999           1998
                             ---------       ---------


<S>                          <C>            <C>
Interest income ......       $   492        $   828
Interest expense .....        (3,458)        (2,900)
                             -------        -------

   Income expense, net       $(2,966)       $(2,072)
                             =======        =======
</TABLE>


Interest expense increased $0.6 million in the quarter ended April 30, 1999
reflecting primarily higher effective interest rates and increased external
borrowing levels during the current period.


Income Tax Provision

Income tax provision, net of tax benefits, is as follows (in thousands):

<TABLE>
<CAPTION>
                                   Quarter     Quarter
                                    Ended       Ended
                                  April 30,    April 30,
                                    1999         1998
                                   ------       ------

<S>                                <C>          <C>
Total current ..............       $  396       $4,690
Total deferred .............          580        1,387
                                   ------       ------
   Income tax provision, net       $  976       $6,077
                                   ======       ======
</TABLE>


The differences between the statutory Federal income tax rate and the Company's
effective rate result primarily because of: (i) the U.S. taxability of foreign
dividends; (ii) the excess of foreign tax rates over the statutory Federal
income tax rate; (iii) certain deductible temporary differences which, in other
circumstances would have generated a deferred tax benefit, have been fully
provided for in a valuation allowance; (iv) the deferred tax effects of certain
tax assets, primarily foreign net operating losses, for which the benefit had
been previously recognized approximating $0.2 million in the quarter ended April
30, 1999; and (v) the deferred tax effects of certain deferred tax assets for
which a corresponding credit has been recorded to "Additional paid-in capital"
approximating $0.3 million in the quarter ended April 30, 1999. The deferred tax
expenses referred to in items (iv) and (v) above will not result in cash
payments in future periods.


                                       14
<PAGE>   15
Net Income

Net income decreased from $6.8 million for the quarter ended April 30, 1998 to a
loss of $8.5 million for the quarter ended April 30, 1999. The decrease in 1999
results primarily from reduced gross margins and increased interest expense, as
noted above.


LIQUIDITY AND FINANCIAL RESOURCES

General

The Company's sources of liquidity include cash from operations and amounts
available under credit facilities. In addition, the Company has $39.9 million of
cash and cash equivalents at April 30, 1999. The Company believes that these
sources are sufficient to fund the current and anticipated future requirements
of working capital, capital expenditures, pension benefits, potential
acquisitions and environmental expenditures through at least January 31, 2000.

At April 30, 1999, the Company had working capital of $154.2 million, as
compared to $166.2 million at January 31, 1999. For the first quarter of 1999,
the Company generated $4.7 million in cash from operations. Capital expenditures
approximated $2.3 million in the first quarter of 1999.


Credit Facilities and Other Financing Arrangements

The Company has a credit facility with certain financial institutions led by
BankBoston, N.A. as agent (the "Revolving Credit Facility") which provides
Metallurg, Shieldalloy and certain of their subsidiaries with up to $50.0
million of financing resources at a rate per annum equal to (i) the Alternate
Base Rate plus 1.0% per annum (the Alternate Base Rate is the greater of the
Base Rate or the Federal Funds Effective Rate plus 0.5%) or (ii) the reserve
adjusted Eurodollar rate plus 2.5% for interest periods of one, two or three
months. The Revolving Credit Facility permits borrowings of up to $50.0 million
for working capital requirements and general corporate purposes, up to $30.0
million of which may be used for letters of credit in the U.S. At April 30,
1999, there were no outstanding loans and $25.1 million of letters of credit
outstanding in the U.S. under the Revolving Credit Facility. On October 20,
1997, BankBoston, N.A., through its Frankfurt office, made available up to DM
20.5 million (approximately $11.3 million) of financing to certain of its German
subsidiaries (the "German Subfacility"), which is guaranteed by Metallurg and
the other U.S. borrowers under the Revolving Credit Facility. At April 30, 1999,
no loans were outstanding in Germany under this Facility.

In addition, certain foreign subsidiaries of Metallurg have credit facility
arrangements with local banking institutions to provide funds for working
capital and general corporate purposes. These local credit facilities contain
restrictions that vary from company to company. At April 30, 1999, there were
$4.5 million of outstanding loans under these local credit facilities.

CAPITAL EXPENDITURES

The Company invested $2.3 million in capital expenditures during the first
quarter of 1999. Capital expenditures are expected to total approximately $18.0
million in 1999. Although the Company has budgeted these items in 1999, the
Company has not committed to complete these projects which are contingent on
senior management approval and other conditions. The Company believes that these
projects will be funded through internally generated cash, borrowings under the
Revolving Credit Facility and local credit lines.

ENVIRONMENTAL REMEDIATION COSTS

AICPA Statement of Position 96-1, "Environmental Remediation Liabilities",
requires that losses associated with environmental remediation obligations are
accrued when such losses are deemed probable and reasonably estimable. Such
accruals generally are recognized no later than the completion of the remedial
feasibility study


                                       15
<PAGE>   16
and are adjusted as further information develops or circumstances change. Costs
of future expenditures for environmental remediation obligations are generally
not discounted by the Company to their present value. During the first quarter
of 1999, the Company expended $0.7 million for environmental remediation.

In 1997, Shieldalloy entered into settlement agreements with various
environmental regulatory authorities with regard to all of the significant
environmental remediation liabilities of which it is aware. Pursuant to these
agreements, Shieldalloy has agreed to perform environmental remediation which,
as of April 30, 1999, had an estimated cost of completion of $36.7 million. Of
this amount, approximately $2.9 million is expected to be expended in the last
three quarters of 1999, $5.7 million in 2000 and $7.4 million in 2001. In
addition, the Company estimates it will make expenditures of $4.3 million with
respect to environmental remediation at its foreign facilities. Of this amount,
approximately $1.9 million is expected to be expended in the last three quarters
of 1999, $0.9 million in 2000 and $0.8 million in 2001.


YEAR 2000 READINESS

Metallurg has completed an internal review of its and its subsidiaries'
information technology systems in connection with its assessment of Year 2000
readiness and is in the process of replacing or modifying some of the management
and accounting systems at its subsidiaries to upgrade them generally and to make
them Year 2000 ready. Metallurg expects to spend between $1.0 million and $2.0
million on these systems changes. Metallurg expects that the information
technology systems for all of its subsidiaries will be Year 2000 ready by August
31, 1999 and a substantial percentage has been completed to date. Those systems
that are not being replaced are being, or have been, modified by Company
personnel to assure that they are Year 2000 ready. Accordingly, no additional
cost has been recognized for such internal upgrades. Metallurg is currently
assessing whether any of its non-information technology will need to be modified
to become Year 2000 ready.

Metallurg has not received written assurances from its significant suppliers and
customers to determine the state of their readiness with regard to Year 2000.
The Company believes that they will be prepared for Year 2000 based on its
normal interactions with its customers and suppliers and because of the wide
attention that the issue has received. Metallurg has not yet seen the need for
contingency plans for the Year 2000 issue, but this need will continue to be
monitored as it obtains more information about the state of readiness of its
suppliers and customers.

Metallurg presently believes that the Year 2000 issue will not pose significant
operational problems for its business systems as it believes that all needed
modifications and conversions will be timely made. If any of Metallurg's
suppliers or customers do not, or if Metallurg itself does not, successfully
deal with the Year 2000 issue, the Company could experience delays in receiving
or shipping products and in receiving payments. The severity of these possible
problems would depend on the nature of the problem and how quickly it could be
corrected or an alternative implemented, which is unknown at this time.

The anticipated costs for Metallurg to become Year 2000 ready and the
anticipated timing to complete the Year 2000 modifications are based on
management's best estimates, which were derived utilizing numerous assumptions
of future events, including timely performance by third parties who will provide
Metallurg with the software for its new systems. However, there can be no
guarantee that these estimates will be achieved and actual results could differ
materially from those anticipated. Specific factors that might cause such
material differences include, but are not limited to, the ability to locate and
correct all relevant computer codes, the ability to successfully integrate new
business systems with existing operations and similar uncertainties. Some risks
of the Year 2000 issue are beyond the control of Metallurg and its suppliers and
customers. In particular, Metallurg cannot predict the effect that the Year 2000
issue will have on the general economy.


                                       16
<PAGE>   17
PART II.       OTHER  INFORMATION




<TABLE>
<CAPTION>
ITEM 6. (a)    EXHIBITS

<S>            <C>
               10. Employment Agreement dated as of June 1, 1999 between Metallurg, Inc.
                   and Dennis P. Kelly.

               27. Financial Data Schedule


     6. (b)    REPORT ON FORM 8-K

               None
</TABLE>


                                       17
<PAGE>   18
                                   SIGNATURES



    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on June 15, 1999 on its
behalf by the undersigned thereunto duly authorized.


                                         METALLURG, INC.




                                         /s/  BARRY C. NUSS
                                        ----------------------------------
                                        Barry C. Nuss
                                        Chief Financial Officer
                                        (Principal Financial Officer and
                                        Principal Accounting Officer)


                                       18