<Page>

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2002

                         Commission file number 1-10875
                            J. L. HALSEY CORPORATION
             (exact name of registrant as specified in its charter)


              DELAWARE                                  01-0579490
      (State of incorporation)             (I.R.S. Employer Identification No.)

       2325-B RENAISSANCE DRIVE
              SUITE 21
            LAS VEGAS, NV                                 89119
(Address of principal executive office)                (Zip Code)


       Registrant's telephone number, including area code: (702) 966-4246

           Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of class)

         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. / /

         AS OF AUGUST 26, 2002, 84,214,280 SHARES OF COMMON STOCK WERE
OUTSTANDING, AND THE AGGREGATE MARKET VALUE OF THE SHARES OF COMMON STOCK HELD
BY NON-AFFILIATES WAS APPROXIMATELY $1,863,916. (DETERMINATION OF STOCK
OWNERSHIP BY NON-AFFILIATES WAS MADE SOLELY FOR THE PURPOSE OF RESPONDING TO
THIS REQUIREMENT AND THE REGISTRANT IS NOT BOUND BY THIS DETERMINATION FOR ANY
OTHER PURPOSE.)

                       DOCUMENTS INCORPORATED BY REFERENCE

         NONE.

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         This Amendment No. 1 to the Annual Report on Form 10-K of J. L. Halsey
Corporation (the "Company") amends and restates in its entirety Part III of the
Annual Report on Form 10-K of the Company filed with the Securities and Exchange
Commission on October 1, 2002 (the "Form 10-K"). Capitalized terms used herein
and not otherwise defined shall have the meaning assigned to such terms in the
Form 10-K.

                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The directors and executive officers of the Company are as follows:

<Table>
<Caption>
                   NAME                                  POSITION                           AGE
                   ----                                  --------                           ---
       <S>                                <C>                                               <C>
       John H. Foster.............        Chairman of the Board of Directors and
                                          Director                                          59
       David R. Burt..............        Chief Executive Officer, President,
                                          Secretary, Treasurer and Director                 39
       William T. Comfort, III....        Director                                          36
       Charles E. Finelli.........        Director                                          38
       Timothy E. Foster..........        Director                                          51
       Stephen E. O'Neill.........        Director                                          70
</Table>

         No family relationships exist among any of the directors or executive
officer  of the  Company.  Executive  officers  serve at the  discretion  of
the Company's Board of Directors.

         JOHN H. FOSTER has been Chairman of the Board since December 1984. From
1984 to May 1997 he was also the Company's Chief Executive  Officer.  Mr.
Foster was,  until  recently,  a director  of Corning  Incorporated,  an
international corporation with business interests in specialty  materials and
 communications. Mr. Foster is founder and Chairman of the Board of Foster
Management Company, an investment advisor, the principal offices of which are
located in Pennsylvania.

         DAVID R. BURT has been our Chief Executive Officer, President and
Secretary since May 4, 2000,  Treasurer  since January 14, 2002, and a
director since June 7, 2000. Mr. Burt is also President,  Chief Executive
Officer,  Secretary, and a director of Ergo Science  Corporation,  a
biopharmaceutical  company. He joined Ergo Science  Corporation as Vice
President,  Corporate  Development,  in March 1993,  was  appointed
Secretary in March 1997,  and in March 1999 was appointed President, Chief
Executive Officer and director.

         WILLIAM T. COMFORT, III has been a director of the Company since May
2002. He was a private equity  investor with CVC Capital  Partners,  a
leading private equity firm based in London, England, from February 1995
until December 2000. He now serves as a consultant to Citicorp Venture
Capital.  Mr. Comfort has served as a member of the board of Ergo Science
Corporation,  a Delaware  corporation, since January 2001, and as member of
numerous boards of directors for public and private companies,  from which he
has subsequently resigned, as a representative of CVC and/or CVC Capital
Partners.  Mr. Comfort received his J.D. and L.L.M. in tax from New York
University School of Law.

         CHARLES E. FINELLI has been a director since August 18, 2000. An
attorney, Mr.  Finelli  has been in  private  practice  for seven  years
specializing  in litigation. He is a graduate of the University of Arkansas
School of Law.

         TIMOTHY E. FOSTER has been a director since 1984. Mr. Foster also has
served in a number of  executive  positions  for the  Company,  including
Chief Executive  Officer  from May 1997  through  January  2000,  President
and Chief Operating  Officer from October 1994 until May 1997,  Senior Vice
President and Chief Financial Officer from November 1988 to October 1994,
Treasurer from March 1992 to October 1994 and Secretary  from  September 1987
to May 1994. Mr. Foster has served as Chairman and Chief Executive Officer of
Dominica Management,  Inc. since August 2000.  From 1996 until  January
2000,  Mr. Foster was a partner in certain investment partnerships managed by
Foster Management Company.


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         STEVEN E. O'NEIL has been a director since December 1984. Mr. O'Neil
has been a Principal of The O'Neil Group, a private  investment firm, since
1981. He is a director  of  Brown-Forman  Corporation,  Castle  Convertible
Fund,  Inc., Spectra Fund, Inc., Alger Fund, Inc. and Alger American Fund.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than 10% of its shares of common stock to
file with the SEC initial reports of ownership of shares of common stock and
reports of changes in such ownership. The SEC's rules require such persons to
furnish the Company with copies of all Section 16(a) reports that they file.
Based on a review of these reports and on written representations from the
reporting persons that no other reports were required, the Company believes that
the applicable Section 16(a) reporting requirements were complied with for all
transactions which occurred in the fiscal year ended June 30, 2002, except that
Texas Addison Limited Partnership and Texas Barrington LLC each filed a late
Form 3 in June 2002 in respect of their becoming 10% holders of common stock;
William T. Comfort III filed a late Form 3 in June 2002 in respect of his
appointment to the Board of Directors; Charles E. Finelli filed a late Form 4 in
July 2002 with respect to an acquisition of common stock that occurred in six
transactions that occurred in May 2002; and David R. Burt, Texas Addison Limited
Partnership and Texas Barrington LLC each filed a late Form 4 in June 2002 with
respect to the conversion of the note into common stock.

ITEM 11.      EXECUTIVE COMPENSATION

         The following table sets forth certain information for the fiscal years
ended June 30, 2000, 2001 and 2002 concerning the compensation of the Company's
Chief Executive Officer and certain other executive officers. These individuals
are referred to herein as "Named Executive Officers."

                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                  LONG-TERM
                                                     ANNUAL COMPENSATION         COMPENSATION
                                                     -------------------         ------------
                                                                                  SECURITIES
NAME AND                                                                          UNDERLYING          ALL OTHER
PRINCIPAL POSITION                        YEAR      SALARY          BONUS         OPTIONS (#)      COMPENSATION
------------------                     ----------  --------      ---------    ------------------  -----------------
<S>                                    <C>         <C>           <C>          <C>                 <C>
                                                     ($)          ($)                                     ($)
David R. Burt........................    2002        250,000      267,598             --                  --
  Chief Executive Officer,               2001        250,000      272,000             --               119,065(1)
   President, Secretary, Treasurer       2000         44,231           --             --                  --
   and Director

James T. Walmsley....................    2002        107,699      164,128             --               164,128
  Vice President                         2001        200,012      467,190             --                  --
                                         2000        189,009    1,305,604             --                  --
</Table>

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

(1) This  amount  represents  the income for tax  purposes  reflected  by a note
payable to Mr. Burt.

                        OPTION GRANTS IN LAST FISCAL YEAR

         No options were granted to any Named Executive Officer during the
fiscal year ended June 30, 2002.


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                 AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES

         No options were exercised during, and no options were held by, any
Named Executive Officer at the end of the fiscal year ended June 30, 2002.

                              EMPLOYMENT AGREEMENTS

         Effective as of May 5, 2000, the Company entered into an employment
agreement with David R. Burt, to serve as the Company's Chief Executive Officer.
The term of the agreement continues through May 5, 2005, subject to certain
extensions. Pursuant to the agreement, Mr. Burt receives an annual base salary
of $250,000 and an annual performance bonus of not less than $20,000. The
agreement requires Mr. Burt to devote at least 50% of his business time and
attention to the performance of the duties and responsibilities of Chief
Executive Officer, inasmuch as Mr. Burt also serves as president, chief
executive officer and a director of Ergo Science Corporation. Mr. Burt's
agreement provides for additional bonuses as follows: 10% of the amount the
Company collects on certain of the Company's delinquent receivables in excess of
the amount booked for such receivables on the Company's balance sheet, subject
to a specified cap; and 10% of the difference between the amount at which
certain of the Company's liabilities are booked on the Company's balance sheet
and the actual amounts the Company pays. As consideration for, among other
things, his efforts in obtaining settlements on certain disputes in July 2000,
the Company granted Mr. Burt a convertible promissory note in the principal
amount of $60,000. Mr. Burt subsequently transferred the note to a family
limited partnership controlled by him. On or about May 28, 2002, the holder of
the note converted $52,125 of principal on the note into 20,850,000 shares of
Common Stock. The remaining $7,825 in principal and $9,500 in accrued interest
were redeemed by the Company. On September 19, 2002, the family limited
partnership granted an option to purchase 4,170,000 shares of the Common Stock
acquired upon conversion of the note to Mr. William T. Comfort III, a director
of the Company, at $0.04 per share. Mr. Burt's employment agreement also
provides him certain registration rights with respect to the shares acquired
upon conversion of the note.

         The Company and James T. Walmsley, our former Vice President, are
currently engaged in litigation with respect to (i) the Company's claim that
Mr. Walmsley defrauded the Company and (ii) amounts that Mr. Walmsley claims
the Company owes to him.

                       COMPENSATION OF DIRECTORS OF HALSEY

         The Company provides each non-employee director with an annual retainer
of $25,000. Each director receives a fee of $1,000 per meeting attended, plus
out-of-pocket expenses. In addition, members of board committees receive a fee
of $1,000, plus out-of-pocket expenses, for each non-telephonic committee
meeting attended that is not scheduled in conjunction with a meeting of the full
board, and a fee of $500, plus out-of-pocket expenses, for each non-telephonic
committee meeting attended in conjunction with a meeting of the full board and
for each telephonic meeting of any committee of the board. Executive officers of
the Company do not receive additional compensation for serving on the board of
directors.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         The Compensation Committee of the Company during 2002 consisted of
Stephen O'Neil, Charles Finelli and John Foster. Mr. Foster serves as the
Company's non-executive Chairman of the Board. He served as an executive officer
of the Company until January 2000. No executive officer of the Company serves as
a member of the compensation committee or board of directors of another company
of which an executive officer serves on the Compensation Committee of the
Company.


                                       4

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ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth information with respect to the
beneficial ownership of the Company's common stock as of August 26, 2002 by:

          o    each  stockholder  known by the Company to beneficially  own more
               than five percent of the common stock;

          o    each of the Company's directors;

          o    each of the Company's Named Executive Officers; and

          o    all directors and executive officers as a group.

         The Company has determined beneficial ownership in accordance with the
rules of the Securities and Exchange Commission. Unless otherwise indicated, the
persons included in this table have sole voting and investment power with
respect to all the shares of common stock beneficially owned by them, subject to
applicable community property laws. The number of shares beneficially owned by a
person includes shares of common stock that are subject to stock options that
are either currently exercisable or exercisable within 60 days after the Record
Date. These shares are also deemed outstanding for the purpose of computing the
percentage of outstanding shares owned by the person. These shares are not
deemed outstanding, however, for the purpose of computing the percentage
ownership of any other person.

<Table>
<Caption>
                                                                    AMOUNT AND NATURE OF            PERCENTAGE OF
                NAME OF BENEFICIAL OWNER (a)                        BENEFICIAL OWNERSHIP         OUTSTANDING SHARES
--------------------------------------------------------------     ------------------------     ----------------------
<S>                                                                <C>                          <C>
LDN Stuyvie Partnership...................................              11,046,955 (b)                    13.1%
John H. Foster............................................               4,621,213 (c)                     5.4%
David R. Burt.............................................              16,680,000 (d)                    19.8%
William T. Comfort III....................................               4,170,000 (e)                     5.0%
Timothy E. Foster.........................................               1,440,000 (f)                     1.7%
Stephen E. O'Neil.........................................                  71,100 (g)                     *
Charles E. Finelli........................................                 610,000                         *
Directors and Officers as a group (5 persons).............              38,639,268 (h)                    43.9%
</Table>

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

* Represents beneficial ownership of less than 1%.

(a)  Information as to the interests of the directors and officers has been
     furnished in part by them. The inclusion of information concerning
     shares held by or for their spouses or children or by corporations
     or other entities in which they have an interest does not constitute an
     admission by such persons of beneficial ownership thereof.  Unless
     otherwise indicated, the address of each director and officer
     listed is 2325-B Renaissance Drive, Suite 21, Las Vegas, Nevada 89119.
     Unless otherwise indicated, all persons have sole voting and
     dispositive power as to all shares they are shown as owning.

(b)  Information as to holdings of LDN Stuyvie Partnership, a limited
     partnership of which Stuyvesant P. Comfort is the general partner, is
     based upon a report on Schedule 13D filed with the Securities and
     Exchange Commission. Such report indicated that 11,046,955 shares
     were owned with sole dispositive power and with sole voting power.
     The address of LDN Stuyvie Partnership is 11 Cadogan Street, London SW3
     2PP, United Kingdom.

(c)  Includes 2,120,000 shares of common stock presently issuable upon the
     exercise of options.

(d)  Consists entirely of shares held by the Texas Addison Limited Partnership,
     the general partner of which is controlled by Mr. Burt. Does not include
     4,170,000 shares of common stock owned by the partnership which are
     presently purchasable by Mr. Comfort pursuant to an option granted to him
     by the partnership on September 19, 2002.

(e)  Consists entirely of shares of common stock presently purchasable from
     the Texas Addison Limited Partnership, the general partner of which is
     controlled by Mr. Burt, pursuant to an option granted by the partnership
     to Mr. Comfort on September 19, 2002.

(f)  Consists entirely of shares of common stock presently issuable upon the
     exercise of options.

(g)  Includes 71,000 shares of common stock presently issuable upon the exercise
     of options.

(h)  Includes 3,631,000 shares of common stock issuable by the Company upon
     exercise of options exercisable within 60 days after the record date. Does
     not include the shares of common stock purchasable by Mr. Comfort from a
     family limited partnership controlled by Mr. Burt.


                                       5

<Page>

                      EQUITY COMPENSATION PLAN INFORMATION

     The  following  table sets forth  information  with  respect to  securities
available for issuance under equity compensation plans:

<Table>
<Caption>
                                                                                              NUMBER OF SECURITIES
                                                                                               REMAINING AVAILABLE
                                                                                               FOR FUTURE ISSUANCE
                                     NUMBER OF SECURITIES                                   UNDER EQUITY COMPENSATION
                                       TO BE ISSUED UPON            WEIGHTED-AVERAGE            PLANS (EXCLUDING
                                    EXERCISE OF OUTSTANDING        EXERCISE PRICE OF               SECURITIES
                                     OPTIONS, WARRANT AND         OUTSTANDING OPTIONS,            REFLECTED IN
        PLAN CATEGORY                      RIGHTS(a)             WARRANTS AND RIGHTS(b)           COLUMN(a))(c)
-------------------------------    --------------------------    -----------------------    --------------------------
<S>                                <C>                           <C>                        <C>
Equity compensation plans
approved by securityholders                3,871,000                     $6.36                      2,200,000

Equity compensation plans not
approved by securityholders                   --                           --                          --

Total                                      3,871,000                     $6.36                      2,200,000
</Table>

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On or about May 28, 2002, a family limited partnership controlled by
David Burt, our Chief Executive Officer, converted $52,125 of the $60,000 note
originally issued to Mr. Burt in September 2000 for 20,850,000 shares of Common
Stock. The remaining $7,875 of principal and $9,500 of interest accrued on the
note was redeemed by the Company at the time of the conversion. On September 19,
2002, the family limited partnership granted an option to purchase 4,170,000
shares of the Common Stock acquired upon conversion of the note to Mr. William
T. Comfort III, a director of the Company, at $0.04 per share.

ITEM 14.      CONTROLS AND PROCEDURES

         Not applicable.


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<Page>

                                   SIGNATURES

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

Dated:  October 28, 2002

                        J. L. HALSEY CORPORATION, INC.

                        By:    /s/ David R. Burt
                               ------------------------------------------
                               David R. Burt
                               Chief Executive Officer, President and Secretary


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