<PAGE>
 


<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended: September 30, 1998

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


                       Commission File Number 333-41939-01

                                KII HOLDING CORP.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                 13-3954446
      (STATE OF INCORPORATION)             (IRS EMPLOYER IDENTIFICATION NO.)

      1430 BROADWAY, 13TH FLOOR
       NEW YORK, NEW YORK 10018                           10018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                (ZIP CODE)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 391-1392

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

As of January 1, 1999, the number of shares outstanding of the registrant's
Common Stock, no par value, was 10,000 shares. There is no trading market for
the Common Stock. Accordingly, the aggregate market value of the Common Stock
held by non-affiliates of the registrant is not determinable.

================================================================================

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<PAGE>



ITEM 1: FINANCIAL STATEMENTS

                       KII HOLDING CORP. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
             ASSETS                                September 30,    December 31,
                                                       1998             1997
                                                       ----             ----
                                                    (Unaudited)
<S>                                                 <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                         $   490,500     $ 1,152,200
  Account receivables, net                            5,780,200       5,446,700
  Inventories                                        14,220,900      12,817,100
  Prepaid and other assets                              266,100         916,700
  Deferred income taxes                                 581,000         531,800
                                                    -----------     -----------
    Total current assets                             21,338,700      20,864,500

Property, plant and equipment, net                   14,972,400      14,458,900
Deferred financing costs, net                           908,300         983,200
Other assets                                          1,196,700       1,059,100
                                                    -----------     -----------
    Total assets                                    $38,416,100     $37,365,700
                                                    ===========     ===========

   LIABILITIES & SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long term obligations          $ 1,846,300     $   139,700
  Accounts payable                                    1,906,200       1,638,400
  Customer deposits                                     347,300         116,700
  Accrued liabilities                                 2,653,600       2,190,800
                                                    -----------     -----------
  Total current liabilities                           6,753,400       4,085,600
Long-term obligations, less current portion          22,107,200      25,624,800
Deferred employee benefits                            1,512,000       1,405,700
Unfunded pension benefits                               298,300         298,300
Deferred income taxes                                 1,957,000       1,693,400
                                                    -----------     -----------
  Total liabilities                                  32,627,900      33,107,800

Equity Put Rights on common stock                     3,343,300       1,078,100

SHAREHOLDERS' EQUITY:
Common stock, no par value, 20,000 shares
  authorized, 8,010 issued and outstanding            3,131,900       3,131,900
Series A Preferred stock, $10,000 stated
  value, 400 shares authorized, 84 shares
  issued and outstanding                                840,000         840,000
Series B Preferred stock, $10,000 stated
  value, 75 shares authorized, none issued
  and outstanding                                            --              --
Undesignated Preferred stock, $10,000
  stated value, 25 shares authorized, none
  issued and outstanding                                     --              --
Accumulated deficit                                  (1,527,000)       (792,100)
                                                    -----------     -----------
  Total shareholders' equity                          2,444,900       3,179,800
                                                    -----------     -----------
  Total liabilities and shareholders' equity        $38,416,100     $37,365,700
                                                    ===========     ===========
</TABLE>

      See accompanying notes to unaudited consolidated financial statements

                                       2

<PAGE>
<PAGE>


                       KII HOLDING CORP. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               Three Months        Nine Months    Six Months
                                                   Ended              Ended         Ended
                                               September 30,       September 30,   June 30,
                                             1998         1997         1998          1997
                                             ----         ----         ----          ----
                                                                                 (Predecessor)
<S>                                       <C>          <C>          <C>           <C>
Sales                                     $8,863,900   $8,889,800   $27,019,600   $14,296,000
Cost of sales                              6,210,100    6,746,900    18,816,500    10,139,600
                                          ----------   ----------   -----------   -----------
  Gross profit                             2,653,800    2,142,900     8,203,100     4,156,400
Selling, general and administrative        2,012,000    1,570,600     5,967,800     1,798,700
                                          ----------   ----------   -----------   -----------
Income from operations                       641,800      572,300     2,235,300     2,357,700
                                          ----------   ----------   -----------   -----------
Other income (expense):
  Interest expense                          (603,600)    (456,300)   (1,841,200)     (375,700)
  Other income (expense)                     (78,700)     (20,400)     (202,800)      (98,400)
                                          ----------   ----------   -----------   -----------
  Total other expense                       (682,300)    (476,700)   (2,044,000)     (474,100)
                                          ----------   ----------   -----------   -----------
Income (loss) before provision
  for income taxes                           (40,500)      95,600       191,300     1,883,600
Provision (benefit) for income taxes         251,000      287,600       857,900       753,400
                                          ----------   ----------   -----------   -----------
Net income (loss)                           (291,500)    (192,000)     (666,600)    1,130,200
Preferred stock dividends                    (23,400)          --       (68,300)           --
                                          ----------   ----------   -----------   -----------
Income (loss) applicable to common
  shareholders                            $ (314,900)  $ (192,000)  $  (734,900)  $ 1,130,200
                                          ==========   ==========   ===========   ===========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       3

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<PAGE>


                       KII HOLDING CORP. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Nine Months    Three Months    Six Months
                                                       Ended           Ended          Ended
                                                    September 30,   September 30,    June 30,
                                                        1998            1997           1997
                                                        ----            ----           ----
                                                                                   (Predecessor)
<S>                                                 <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                   $  (666,600)    $  (192,000)    $ 1,130,200
Reconciliation to net cash provided by
  (used in) operating activities:
  Depreciation and amortization                       1,364,200         363,400         878,200
  Deferred income taxes                                 214,400         760,500         125,100
  Stock compensation charge                           2,265,200            --              --
  Other                                                  (5,200)          9,800          (4,000)
Changes in assets and liabilities:
  Accounts receivable                                  (333,500)       (899,000)       (978,200)
  Inventories                                        (1,403,800)       (584,800)     (1,078,300)
  Prepaid and other assets                              650,600          17,800        (105,300)
  Other assets                                          (97,000)        (43,300)         (2,100)
  Accounts payable                                      267,800        (547,900)        559,000
  Accrued and other liabilities                         462,800         915,200         (42,100)
  Customer deposits                                     230,600          58,300          (3,100)
                                                    -----------     -----------     -----------
   Net cash provided by (used in)
    operating activities                              2,949,500        (142,000)        479,400
                                                    -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to fixed assets                            (1,794,400)       (559,500)       (868,500)
Proceeds from sale of fixed assets                       24,500              --          33,500
Net cash used in Kleinert acquisition                        --     (14,799,300)             --
                                                    -----------     -----------     -----------
  Net cash used in investing activities              (1,769,900)    (15,358,800)       (835,000)
                                                    -----------     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of credit                             --              --         300,000
Repayment of bank debt and intercompany loans        (1,811,000)             --              --
Payment of financing costs                                   --      (1,326,800)             --
Proceeds from issuance of common and
  preferred stock                                            --       4,750,000              --
Repayment of debt in connection with
  Kleinert Acquisition                                       --      (6,800,000)             --
Proceeds from borrowings in connection
  with Kleinert Acquisition                                  --      19,300,000              --
Other                                                   (30,300)        (14,600)        (28,400)
                                                    -----------     -----------     -----------
  Net cash provided by (used in)
    financing activities                             (1,841,300)     15,908,600         271,600
                                                    -----------     -----------     -----------
  Net increase (decrease) in cash and
    cash equivalents                                   (661,700)        407,800         (84,000)
Cash and cash equivalents, beginning
  of period                                           1,152,200         322,000         406,000
                                                    -----------     -----------     -----------
Cash and cash equivalents, end of period            $   490,500     $   729,800     $   322,000
                                                    ===========     ===========     ===========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       4

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<PAGE>


                       KII HOLDING CORP. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     Nine Months    Three Months    Six Months
                                                       Ended           Ended          Ended
                                                    September 30,   September 30,    June 30,
                                                        1998            1997           1997
                                                        ----            ----           ----
                                                                                   (Predecessor)
<S>                                                 <C>             <C>            <C>
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:

  Cash paid during the period for:

  Interest                                          $ 1,479,447     $    329,300     $   377,800
                                                    ===========     ============     ===========
  Income taxes, net                                 $        --     $         --     $   633,000
                                                    ===========     ============     ===========

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
 Capital lease agreements for equipment             $    30,400     $         --     $        --
                                                    ===========     ============     ===========
 Assets acquired and liabilities assumed in
  connection with acquisitions:
  Fair value of assets acquired                     $        --     $ 35,541,200     $        --
  Liabilities assumed                                        --      (19,388,400)             --
                                                    -----------     ------------     -----------
  Cash paid                                                  --       16,152,800              --
  Less cash acquired                                         --        1,353,500              --
                                                    -----------     ------------     -----------
  Net cash used for business acquisition            $        --     $ 14,799,300     $        --
                                                    ===========     ============     ===========
</TABLE>

            See accompanying notes to unaudited financial statements

                                       5

<PAGE>
<PAGE>


                       KII HOLDING CORP. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

Predecessor

Kleinert Industries, Inc. (predecessor) ("Kleinert") was a wholly owned
subsidiary of Kleinert Industrie Holding A.G., a Swiss company (the "Parent"),
and was organized under the laws of the State of California on July 1, 1988,
commencing operations on September 1, 1988, and which provided management
services for its wholly owned subsidiaries - Paragon Precision Products ("PPP"),
Bandy Machining International ("BMI"), Scanning Electron Analysis Laboratories,
Inc. ("SEAL"), and General Inspection Laboratories, Inc. ("GIL").

PPP specializes in the manufacture of precision aerospace components. BMI
manufactures precision hinges, door panels and hinged assemblies for both
aerospace and industrial applications. SEAL specializes in materials analysis
and problem-solving for government and industry. GIL provides a complete array
of non-destructive testing services for inspecting critical parts and
manufactured components.

Acquisition and Successor

On July 1, 1997, KII Holding Corp. (successor), a Delaware company ("KII
Holding") incorporated on July 1, 1997, through a wholly owned subsidiary (KII
Acquisition Corp., a Delaware corporation), acquired all of the issued and
outstanding capital stock of Kleinert and Subsidiaries (predecessor company and
currently known as Stellex Aerospace and Subsidiaries) from Kleinert Industrie
Holding A.G. (the "Seller"). The acquisition has been accounted for using the
purchase method of accounting, and, accordingly, the net purchase price of
approximately $26.5 million (including the assumption of $2.65 million of
mortgage indebtedness and the issuance to the Seller of a note for $1.75
million) has been allocated to the assets purchased and the liabilities assumed
based upon the fair values at the date of acquisition. There was no excess
purchase price over the fair values on the net assets acquired in connection
with the acquisition. The acquisition was financed in part from new borrowings
totaling $19.3 million and the issuance of common and preferred stock totaling
$4.75 million. KII Holding is owned by Stellex Industries, Inc., a Delaware
corporation, which owns 80.1% of the issued and outstanding common stock of KII
Holding, with certain members of Stellex Aerospace's management holding the
remainder of its outstanding common stock. KII Holding is a holding company
whose operations are conducted through its operating subsidiaries. References to
the "Company" include both KII Holding and its predecessor, Kleinert.

2.   BASIS OF PRESENTATION

The accompanying consolidated financial statements dated prior to the
acquisition of Kleinert and Subsidiaries on July 1, 1997, include the accounts
of Kleinert and its wholly owned subsidiaries (the "Predecessor"). Financial
statements dated subsequent to the acquisition include the accounts of KII
Holding (the "Successor") and its wholly owned subsidiaries, KII Acquisition
Corp., Stellex Aerospace and Subsidiaries (PPP, BMI, SEAL and GIL). Intercompany
transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation, which were of a normal and
recurring nature, have been included. The results of operations for any interim
period are not necessarily indicative of the results for the year. These
unaudited consolidated financial statements should be read in conjunction with
the consolidated financial statements and related notes included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.

                                       6

<PAGE>
<PAGE>

3. RECENT ACCOUNTING STANDARDS

Effective January 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." This statement requires
that all items recognized under accounting standards as components of
comprehensive income be reported in an annual financial statement that is
displayed with the same prominence as other annual financial statements. This
Statement also requires that an entity classify items of other comprehensive
income by their nature in an annual financial statement. For example, other
comprehensive income may include foreign currency translation adjustments,
minimum pension liability adjustments, and unrealized gains and losses on
marketable securities classified as available-for-sale. Annual financial
statements for prior periods will be classified, as required. The Company had no
items of other comprehensive income or loss for the three and nine-month periods
ended September 30, 1998.

In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information". The standard requires that companies
disclose "operating segments" based on the way management disaggregates the
company for making internal operating decisions. The new rules will be effective
for the Company's 1998 annual financial statements.

In February 1998, the FASB issued SFAS No. 132, "Employers" Disclosures about
Pensions and Other Postretirement Benefits," which standardizes the disclosure
requirement for pensions and other postretirement benefits. The implementation
of SFAS No. 132 is not expected to have an impact on the Company's financial
statements. The standard will be effective for the Company's 1998 annual
financial statements.

4. INVENTORIES

     Inventories consisted of the following:

<TABLE>
<CAPTION>
                                               September 30,    December 31,
                                                   1998             1997
                                                   ----             ----
                                                (Unaudited)
<S>                                             <C>              <C>
      Raw materials                             $ 1,612,600      $ 1,212,500
      Work-in-process                             6,962,600        6,250,300
      Finished goods                              5,645,700        5,354,300
                                                -----------      -----------
      Total                                     $14,220,900      $12,817,100
                                                ===========      ===========
</TABLE>

5. LONG-TERM OBLIGATIONS

     Long-term obligations consisted of the following:

<TABLE>
<CAPTION>
                                               September 30,    December 31,
                                                   1998             1997
                                                   ----             ----
                                                (Unaudited)
<S>                                             <C>              <C>
      Demand note payable to Stellex
      Industries, Inc.                          $19,200,200      $20,943,000
      7.785% Mortgage notes payable               2,576,300        2,624,000
      Sellers Notes Payable                       1,750,000        1,750,000
      Obligations under capital leases              426,100          447,500
      Other long term obligations                       900               --
                                                -----------      -----------
                                                 23,953,500       25,764,500
      Less current portion                        1,846,300          139,700
                                                -----------      -----------
                Total                           $22,107,200      $25,624,800
                                                ===========      ===========
</TABLE>

6. COMMITMENTS AND CONTINGENCIES

The Company is involved from time to time in lawsuits that arise in the normal
course of business. The Company actively and vigorously defends all lawsuits.
Management believes that there are no lawsuits that will have a material affect
on the Company's financial position.

                                       7

<PAGE>
<PAGE>


ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1997.

<TABLE>
<CAPTION>
                                       QUARTER ENDED SEPTEMBER 30,
                                       ---------------------------
                                             1998        1997
                                             ----        ----
<S>                                         <C>         <C>
Net sales                                   100.0%      100.0%
Cost of sales                                70.1        75.9
                                            -----       -----
Gross margin                                 29.9        24.1
Selling, general and administrative          22.7        17.7
                                            -----       -----
Operating income                              7.2         6.4
Other expense (income):
  Interest expense                            6.8         5.1
  Other                                       0.9         0.2
                                            -----       -----
Income (loss) before income taxes            (0.5)        1.1

Provision for income taxes                    2.8         3.2
                                            -----       -----
Net loss                                     (3.3)%      (2.1)%
                                            =====       =====
</TABLE>

Net sales

Net sales for KII Holding Corp. for the quarter ended September 30, 1998 were
$8.9 million, which approximated sales for the three months ended September 30,
1997, but were lower than anticipated due to customer controlled inspection
delays on the X-33 Space Plane and the Space Shuttle program deliveries.
Management anticipates that these units will ship in the fourth quarter.

Gross margins

Gross margin for the quarter ended September 30, 1998 was 29.9%, which increased
from 24.1% in the previous year. Gross margin for 1997 was impacted by a
$624,000 charge representing the amortization of a non-recurring purchase
accounting adjustment which stepped up the value of inventory in order to
account for net profit in inventory on the date of the Kleinert Acquisition. In
excluding this non-recurring adjustment, the Company would have had a recasted
gross margin of 31.1% for the quarter ended September 30, 1997 compared to 29.9%
for the quarter ended September 30, 1998. The decrease in the recasted gross
margin of 1.2% was due to start up costs on new jobs and a slightly unfavorable
product mix.

Selling, general and administrative

Selling, general and administrative expenses for the third quarter of 1998 were
$2.0 million which represented an increase in expense of approximately $900,000
over the third quarter of 1997 after excluding a non-recurring charge totaling
$450,000 for investment banking and financial advisory fees paid to Mentmore
Holdings Corporation, an affiliate, as a result of the Kleinert Acquisition.
This increase was due primarily to incremental non-cash charges of $775,000
relating to the valuation of management ownership puts plus an increase in
compensation expense resulting from additional managerial hires and computer
upgrade consulting costs at Bandy.

Interest Expense

Interest expense for the quarter ended September 30, 1998 was $603,600 which
represented a $147,300 increase in expense over the third quarter of 1997. The
increase resulted primarily from increased debt resulting from the establishment
of approximately $450,000 in capitalized leases, increased amortization of the
debt financing costs and a higher effective yield on interest bearing debt
(approximately 1.5%)resulting from a refinancing which took place October 1997.

                                       8

<PAGE>
<PAGE>


PRO FORMA RESULTS OF THE NINE MONTHS ENDED SEPTEMBER 30, 1998
COMPARED TO SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
                                      NINE MONTHS ENDED SEPTEMBER 30,
                                      1998                     1997
                                      ----                     ----
<S>                             <C>        <C>          <C>         <C>
Net sales                       $27,020    100.0%       $23,186     100.0%
Cost of sales                    18,817     69.6         16,132      69.6
                                -------    -----        -------     -----
Gross margin                      8,203     30.4          7,054      30.4
Selling, general and
administrative                    5,968     22.1          3,160      13.6
                                -------    -----        -------     -----
Operating income                  2,235      8.3          3,894      16.8
Other expense (income):
  Interest expense                1,841      6.8          1,626       7.0
  Other                             203      0.8             74       0.3
                                -------    -----        -------     -----
Income before income taxes          191      0.7          2,194       9.5
Provision for income taxes          858      3.2            987       4.3
                                -------    -----        -------     -----
Net income (loss)                 ($667)    (2.5)%      $ 1,207       5.2%
                                =======    =====        =======     =====
</TABLE>

Net sales

Pro forma net sales for KII Holding Corp. for the nine months ended September
30, 1998 were $27.0 million which represents an increase of $3.8 million over
sales of $23.2 million for the nine months ended September 30, 1997. The sales
increase is primarily attributable to increases in commercial aircraft
production by Boeing, strong spare parts demand, the acceleration of the
production schedule for the C-17 program, and increases in spacecraft and
prototype work due to continuing strong demand for space shuttle parts.

Gross margins

Gross margin for the nine months ended September 30, 1998 was 30.4% which
equaled the pro forma gross margin percentage for the nine months ended
September 30, 1997.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $2.8 million for the nine
months ended September 30, 1998 as compared to the pro forma nine months ended
September 30, 1997. This increase is primarily due to incremental non-cash
charges of $2.3 million relating to the valuation of management ownership puts
plus an increase in compensation expense resulting from additional managerial
hires and computer upgrade consulting costs at Bandy.

Interest Expense

Interest expense for the nine months ended September 30, 1998 was $1,841,200
which represented a $215,000 increase in expense over the comparable pro forma
period in 1997. This increase was due primarily to increased average outstanding
debt balances during 1998.

                                       9

<PAGE>
<PAGE>


Liquidity and capital resources

KII Holding Corp. generated cash flows from operations for the nine months ended
September 30, 1998, in the amount of $2.9 million, compared to cash generated in
the amount of $337,400 for the comparable period in 1997. This increase in cash
flows resulted primarily from improved management of operating assets and
liabilities.

The Company was a net user of cash flows from investing activities for the nine
months ended September 30, 1998, totaling $1.8 million compared to $1.4 million
(exclusive of $14.8 million of cash used in the Kleinert acquisition) in the
comparable period in 1997. The cash used in investing activities primarily
reflects purchases of property, plant and equipment.

Cash used in financing activities for the nine months ended September 30, 1998
primarily consisted of approximately $1.8 million in payments of bank and
intercompany loans. During the nine months ended September 30, 1997, cash
provided by financing activities of $16.2 million primarily resulted from the
financing of the Kleinert Acquisition.

Liquidity demands for the near term will consist of normal levels of capital
expenditure requirements sufficient to accommodate growth in backlog, working
capital needs and debt service funding.

Debt service requirements for 1999 will include the satisfaction of the seller
note totaling $1.8 million resulting from the Kleinert Acquisition coupled with
approximately $2.1 million of cash interest expense.

Management believes that current levels of operating cash flow and availability
under its revolving credit facility will provide adequate liquidity to satisfy
its near term liquidity demands.

THE YEAR 2000 ISSUE

The Year 2000 problem concerns the inability of information systems to recognize
properly and process date-sensitive information beyond January 1, 2000. Each of
the Company's operating subsidiaries face unique issues in their identification
and resolution of problems related to the Year 2000.

State of readiness: In November 1997, the company initiated an assessment of the
impact of the Year 2000 issue on its internal operations and began the
development of a plan to bring all of its computer systems into compliance
before the end of 1998. This focus has been on all systems potentially impacted
by the Year 2000 issue, including information technology ("IT") systems and
non-IT systems. At the present time management has completed Year 2000 compliant
upgrades to their internal IT systems. The Company is in the process of
completing its assessment of the impact of Year 2000 on its non-IT systems,
products and significant vendors and customers. The initial assessment indicates
that the Year 2000 should not significantly affect these areas.

Costs to address Year 2000 issues: To date costs to implement and the timeframe
contemplated by management to be Year 2000 compliant are based on management's
best estimates. To date costs are estimated to be at $215,000. Estimated costs
to complete the process are not expected to have a material impact on the
Company's future financial results.

Risks associated with Year 2000 issue: The company believes there is low risk of
any internal critical system, embedded system, or other critical asset not being
Year 2000-ready by the end of 1999. The company continues to assess its risk
exposure attributable to external factors, suppliers and customers. With respect
to outside parties, those parties, who have been contacted, have indicated that
their hardware, software and related non-IT systems are currently or will be
Year 2000 complaint within the 1999 calendar year. Evaluations of these issues
is continuing and there can be no assurance that additional issues, not
presently known to the Company, will be discovered which could present a
material risk of disruption to the Company's operations. Such disruptions could
result in delays in the delivery or sale of products. Contingency plans for
suppliers, customers and mission critical systems impacted by Year 2000 issues
are currently under development and are expected to be completed in the first
quarter of 1999.

                                       10

<PAGE>
<PAGE>


RECENT ACCOUNTING STANDARDS

Effective January 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." This statement requires
that all items recognized under accounting standards as components of
comprehensive income be reported in an annual financial statement that is
displayed with the same prominence as other annual financial statements. This
Statement also requires that an entity classify items of other comprehensive
income by their nature in an annual financial statement. For example, other
comprehensive income may include foreign currency translation adjustments,
minimum pension liability adjustments, and unrealized gains and losses on
marketable securities classified as available-for-sale. Annual financial
statements for prior periods will be classified, as required. The Company had no
items of other comprehensive income or loss for the three and nine-month periods
ended September 30, 1998.

In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information". The standard requires that companies
disclose "operating segments" based on the way management disaggregates the
company for making internal operating decisions. The new rules will be effective
for the Company's 1998 annual financial statements.

In February 1998, the FASB issued SFAS No. 132, "Employers" Disclosures about
Pensions and Other Postretirement Benefits," which standardizes the disclosure
requirement for pensions and other postretirement benefits. The implementation
of SFAS No. 132 is not expected to have an impact on the Company's financial
statements. The standard will be effective for the Company's 1998 annual
financial statements.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Investors are cautioned that
any forward-looking statements, including statements regarding the intent,
belief, or current expectations of the Company or its management, are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statements as a result of various factors including, but not limited to (i)
general economic conditions in the markets in which the Company operates, (ii)
cancellation of specific aircraft programs due to defense spending or general
budgetary constraints or poor customer demand, (iii) success in hiring and
retaining key management and technical personnel

PART II - OTHER INFORMATION

ITEM 6.  EXHIBIT AND REPORTS ON FORM 8-K

        (a)  Exhibit 27: Financial Data Schedule
        (b)  Reports on Form 8-K:   None

                                       11

<PAGE>
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused the Report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, as of February 3, 1999.

                                   KII HOLDING CORP.
                                   By: /s/ William L. Remley
                                      ----------------------
                                   William L. Remley,
                                   Vice Chairman, Treasurer and Director

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed by the following persons in the capacities
and as of dates indicated.

<TABLE>
<CAPTION>
       Signature                        Title                            Date
       ---------                        -----                            ----
<S>                      <C>                                       <C>
/s/ Richard L. Kramer    Chairman of the Board of Directors        February 3, 1999
---------------------    Secretary and Director of KII
    Richard L. Kramer    Holding Corp

/s/ William L. Remley    Vice Chairman, Treasurer and Director     February 3, 1999
---------------------    of KII Holding Corp.
    William L. Remley

/s/ Bradley C. Call      President of KII Holding Corp.            February 3, 1999
---------------------
    Bradley C. Call

/s/ Julius E. Hodge      Chief Financial Officer                   February 3, 1999
---------------------    of KII Holding Corp.
    Julius E. Hodge
</TABLE>

                                       12

<PAGE>