<PAGE>   1
                                  UNITED STATES
                       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 MARCH 31, 2001

                                       or

   [ ]          Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                  For the transition period from _____ to _____



                           COMMISSION FILE NO. 1-13394

                              CHASE INDUSTRIES INC.
             (Exact name of Registrant as specified in its charter)

                DELAWARE                                   51-0328047
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                  Identification Number)

                 14212 COUNTY ROAD M-50, MONTPELIER, OHIO 43543
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (419) 485-3193

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 [ ]


<TABLE>
<S>                                                                        <C>
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MAY 4, 2001 .........   9,147,627
NUMBER OF SHARES OF NONVOTING COMMON STOCK OUTSTANDING AS OF MAY 4, 2001   6,150,118*
</TABLE>

---------
*   The Registrant's Nonvoting Common Stock is convertible, on a share-for-share
    basis, into Common Stock.
<PAGE>   2
                              CHASE INDUSTRIES INC.

                                TABLE OF CONTENTS


                          PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
Item 1.  Financial Statements (Unaudited):

         Consolidated Balance Sheet as of March 31, 2001
                and December 31, 2000...................................     3

         Consolidated Statement of Income for the Three Months Ended
                March 31, 2001 and 2000.................................     4

         Consolidated Statement of Cash Flows for the Three Months Ended
                March 31, 2001 and 2000.................................     5

         Notes to Consolidated Financial Statements.....................     6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations......................................    11


                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings..............................................    19

Item 6.  Exhibits and Reports on Form 8-K...............................    19

         Signature......................................................    22
</TABLE>


                                       2
<PAGE>   3
                              CHASE INDUSTRIES INC.
                           CONSOLIDATED BALANCE SHEET
               (UNAUDITED; IN THOUSANDS, EXCEPT SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                  March 31,   December 31,
                                                                    2001          2000
                                                                  --------      --------
<S>                                                               <C>         <C>
                                     ASSETS

Current assets:
  Cash and cash equivalents                                       $ 17,278      $  3,993
  Receivables, net of allowance for doubtful accounts and
    claims of $995 and $990 in 2001 and 2000, respectively          27,880        24,214
  Inventories                                                       22,595        29,072
  Prepaid expenses                                                   1,557         1,253
  Deferred income taxes                                              8,679         3,251
  Other assets                                                          --        21,600
                                                                  --------      --------
      Total current assets                                          77,989        83,383
Net assets of discontinued operations                                   --        38,161
Property, plant and equipment, net                                  81,441        75,659
                                                                  --------      --------
      Total assets                                                $159,430      $197,203
                                                                  ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                $ 12,875      $ 23,447
  Accrued compensation and benefits                                  4,280         4,170
  Accrued income taxes                                               2,660         2,692
  Other accrued liabilities                                          2,891         6,701
  Current portion of long-term debt                                     --        20,000
  Interest payable - Seller's note                                      --         8,345
                                                                  --------      --------
      Total current liabilities                                     22,706        65,355
Other long-term liabilities                                          8,434            --
Deferred income taxes                                                8,998        14,354
                                                                  --------      --------
      Total liabilities                                             40,138        79,709
                                                                  --------      --------
Commitments and contingencies                                           --            --
                                                                  --------      --------

Stockholders' equity:
  Common stock, $.01 par value, 36,310,000 shares authorized;
    9,147,477 and 9,135,802 shares issued and outstanding
    in 2001 and 2000, respectively                                      92            92
  Nonvoting common stock, $.01 par value, 12,300,000 shares
    authorized; 6,150,118 shares issued and outstanding
    in 2001 and 2000                                                    61            61
  Additional paid-in capital                                        31,979        31,884
  Retained earnings                                                 87,160        85,457
                                                                  --------      --------
      Total stockholders' equity                                   119,292       117,494
                                                                  --------      --------
      Total liabilities and stockholders' equity                  $159,430      $197,203
                                                                  ========      ========
</TABLE>

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


                                       3
<PAGE>   4
                              CHASE INDUSTRIES INC.
                        CONSOLIDATED STATEMENT OF INCOME
               (UNAUDITED; IN THOUSANDS, EXCEPT SHARE INFORMATION)


<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,
                                                       2001           2000
                                                     --------       --------
<S>                                                <C>              <C>
Net sales                                            $ 66,207       $ 81,635

Cost of goods sold (exclusive of depreciation
  shown separately below)                              57,789         68,289
                                                     --------       --------

    Gross profit                                        8,418         13,346

Selling, general and administrative expenses            1,450          2,067

Tender offer expenses                                   2,560             --

Depreciation expense                                    1,707          1,543
                                                     --------       --------

    Operating income                                    2,701          9,736

Interest expense, net                                     183            361
                                                     --------       --------

    Income before income taxes                          2,518          9,375

Provision for income taxes                                894          3,562
                                                     --------       --------

Income from continuing operations                       1,624          5,813

Discontinued operations (Note 5):
    Income (loss), net of income taxes                     79           (136)
                                                     --------       --------
        Net income                                   $  1,703       $  5,677
                                                     ========       ========

Average shares outstanding:
    Basic                                              15,290         15,235
    Diluted                                            15,488         15,347

Earnings per share - Basic:
    Income from continuing operations                $   0.11       $   0.38
    Income (loss) from discontinued operations             --          (0.01)
                                                     --------       --------
        Net income                                   $   0.11       $   0.37
                                                     ========       ========

Earnings per share - Diluted:
    Income from continuing operations                $   0.10       $   0.38
    Income (loss) from discontinued operations           0.01          (0.01)
                                                     --------       --------
        Net income                                   $   0.11       $   0.37
                                                     ========       ========
</TABLE>

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


                                       4
<PAGE>   5
                              CHASE INDUSTRIES INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            (UNAUDITED; IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                  Three Months Ended March 31,
                                                                      2001            2000
                                                                    --------        --------
<S>                                                               <C>               <C>
Operating activities:
   Income from continuing operations                                $  1,624        $  5,813
   Adjustments to reconcile income from continuing operations
      to net cash (used in) operating activities:
      Depreciation expense                                             1,707           1,543
      Deferred income tax expense                                        602              53
      BP settlement                                                   (2,000)             --
      Changes in assets and liabilities:
         (Increase) in receivables                                    (3,666)         (7,151)
         Decrease (increase) in inventories                            6,477          (2,177)
         (Decrease) in accounts payable                              (10,572)         (4,454)
         (Decrease)increase in accrued liabilities                      (876)            425
         Other, net                                                     (948)          2,143
                                                                    --------        --------
         Net cash (used in) activities of continuing operations       (7,652)         (3,805)
         Net cash (used in) discontinued operations                   (1,515)         (1,947)
                                                                    --------        --------
            Net cash (used in) operating activities                   (9,167)         (5,752)
                                                                    --------        --------

Investing activities:
   Proceeds from sale of discontinued operations, net of fees         29,846              --
   Expenditures for property, plant and equipment                     (7,489)         (2,553)
                                                                    --------        --------
            Net cash provided by (used in) investing activities       22,357          (2,553)
                                                                    --------        --------

Financing activities:
   Revolving credit loan borrowings, net                                  --             361
   Issuance of common stock - options exercised                           95              --
                                                                    --------        --------
            Net cash provided by financing activities                     95             361
                                                                    --------        --------

Net increase (decrease) in cash and cash equivalents                  13,285          (7,944)

Cash and cash equivalents, beginning of period                         3,993           9,131
                                                                    --------        --------
Cash and cash equivalents, end of period                            $ 17,278        $  1,187
                                                                    ========        ========

Supplemental disclosures:
   Interest and bank fees paid                                      $     98        $    139
                                                                    ========        ========
   Income taxes paid                                                $    356        $     --
                                                                    ========        ========
</TABLE>

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


                                       5
<PAGE>   6
                              CHASE INDUSTRIES INC.


1.       SIGNIFICANT ACCOUNTING POLICIES:

         PRINCIPLES OF CONSOLIDATION AND INTERIM FINANCIAL INFORMATION

         The consolidated balance sheet as of March 31, 2001, and December 31,
2000, and the consolidated statements of income and cash flows for the three
months ended March 31, 2001 and 2000, include the accounts of Chase Industries
Inc. (the "Company"), a Delaware corporation, and its wholly-owned subsidiary,
Chase Brass & Copper Company, Inc. ("CBCC"), a Delaware corporation. All
significant intercompany transactions have been eliminated in consolidation.

         The accompanying consolidated financial statements have been prepared
in accordance with instructions for Form 10-Q and do not include all the
information and footnote disclosures required by generally accepted accounting
principles. The financial information for March 31, 2001 and 2000, included
herein is unaudited and, in the opinion of management, reflects all adjustments
necessary for a fair presentation of such financial information.

         The results of operations for the three months ended March 31, 2001,
are not necessarily indicative of the results of operations that may be expected
for the year ending December 31, 2001. This quarterly report on Form 10-Q should
be read in conjunction with the annual consolidated financial statements
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000.

         In fourth quarter 2000, the Company decided to divest Leavitt Tube
Company, Inc. ("Leavitt"), a Delaware corporation. On March 15, 2001, the
Company signed a definitive agreement to sell the assets and operations of
Leavitt, including the stock of Holco Corporation ("Holco"), an Illinois
corporation and wholly-owned subsidiary of Leavitt, to privately-held Pinkert
Industrial Group, LLC, headquartered in Chicago, for approximately $31.5
million, subject to closing adjustments. The sale closed on March 30, 2001.
Leavitt has been reflected in the financial statements as a discontinued
operation. For additional discussion on the discontinued operation, see Note 5,
Discontinued Operations.

         On August 24, 1990, the Company acquired, through CBCC, the assets and
operations of a Delaware corporation formerly named Chase Brass & Copper
Company, Incorporated ("Old Chase"), pursuant to the Asset Purchase Agreement
("CBCC Purchase Agreement") dated May 10, 1990, by and between the Company,
CBCC, Old Chase, BP Exploration (Alaska) Inc. ("BPE") and The Standard Oil
Company (the "CBCC Acquisition"). BPE and The Standard Oil Company own all the
stock of Old Chase. BPE, The Standard Oil Company and Old Chase are sometimes
referred to herein collectively as "BP." The CBCC Acquisition was accounted for
as a purchase.

         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board (the "FASB")
issued Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), which was
originally effective for years beginning after June 15, 1999. In June 1999, the
FASB issued Statement of Accounting Standards No. 137 delaying the effective
date of SFAS 133 by one year. SFAS 133 was amended by Statement of Financial
Accounting Standards


                                       6
<PAGE>   7
                              CHASE INDUSTRIES INC.


No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities," which was issued in June 2000. The new standards require companies
to record derivatives on the balance sheet as assets or liabilities, measured at
fair value. The adoption of SFAS 133, as amended, in first quarter 2001, did not
have a material effect on the Company's financial position or results of
operations.

         In September 2000, the FASB issued Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS 140"). SFAS 140 replaces Statement of
Financial Accounting Standards No. 125, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishment of Liabilities" ("SFAS 125") and is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. Management of the Company believes
SFAS 140 will not have a material effect on the Company's financial position or
results of operations.

2.       INVENTORIES:

         Inventories are stated at the lower of cost-or-market, with cost
determined on the last-in, first-out (LIFO) basis. In prior periods inventories
have been written down to lower of cost-or-market and such reduced amounts are
considered cost for subsequent years.

         If the first-in, first out (FIFO) method for determining cost had been
used, inventories would have been approximately $0.7 million lower at March 31,
2001, and $0.4 million higher at December 31, 2000. Inventories consisted of the
following (in thousands):

<TABLE>
<CAPTION>
                                         March 31,    December 31,
                                           2001          2000
                                         --------     -----------
<S>                                      <C>           <C>
         Raw materials                   $  3,674      $  5,703
         Work in progress                   9,859        11,224
         Finished goods                     9,897        13,699
                                         --------      --------
                                           23,430        30,626
         Tolling metal due customers         (835)       (1,554)
                                         --------      --------
                                         $ 22,595      $ 29,072
                                         ========      ========
</TABLE>

3.       COMMON STOCK AND EARNINGS PER SHARE:

         The following is a reconciliation of the denominator used in the
computation of basic and diluted earnings per share. Average shares were as
follows:

<TABLE>
<CAPTION>
                                    Three Months Ended March 31,
                                    ----------------------------
                                    2001                    2000
                                    ----                    ----
                             Shares        EPS        Shares        EPS
                             ------        ---        ------        ---
<S>                        <C>            <C>       <C>            <C>
         Basic             15,290,094     $0.11     15,234,995     $0.37
         Stock options        197,467        --        112,475        --
                           ----------     -----     ----------     -----
         Diluted           15,487,561     $0.11     15,347,470     $0.37
                           ==========     =====     ==========     =====
</TABLE>



                                       7
<PAGE>   8
                              CHASE INDUSTRIES INC.


         All shares of Common Stock and Nonvoting Common Stock are identical,
except that holders of Nonvoting Common Stock have no voting rights. Shares of
Nonvoting Common Stock may be converted, at the option of the holder, into
Common Stock on a share-for-share basis, except to the extent that the holder of
Nonvoting Common Stock is restricted from obtaining certain ownership levels in
the Company pursuant to the Small Business Investment Act of 1958 and the Bank
Holding Company Act of 1956.

         At March 31, 2001, and December 31, 2000, the Company had no preferred
stock issued or outstanding. In conjunction with the initial public offering in
November 1994, the Company authorized 1,000,000 shares of preferred stock, none
of which has been issued. The preferences and rights of such preferred stock may
be determined by the Board of Directors at any time prior to issuance.

         On December 26, 2000, the Board of Directors declared a dividend
distribution of one preferred share purchase right (a "right") for each share of
the Company's common stock outstanding on January 5, 2001. Each right would
entitle shareholders to purchase from the Company one one-thousandth of a share
of Series A Junior Participating Preferred Stock, $.01 par value, of the Company
at a price of $30 per one one-thousandth of a Preferred Share, subject to
adjustment. The rights are not currently exercisable, but would become
exercisable if certain events occurred relating to a person or group acquiring
or attempting to acquire 20 percent or more of the outstanding shares of common
stock. The rights expire on December 26, 2010, unless the expiration date is
extended or the rights are redeemed or exchanged by the Company earlier.

4.       COMMITMENTS AND CONTINGENCIES:

         The Company is subject to certain contingent environmental liabilities
with respect to CBCC's facility. CBCC is in the process of developing a
remediation plan for in situ remediation at two areas of its site that are
contaminated with certain volatile organic compounds (VOCs). Based on
preliminary cost estimates provided by CBCC's independent environmental
consultant, and subject to the development by the consultant of a remediation
plan for these areas of the site and the receipt of bids for the remediation
activities required under such plan, the Company estimates the cost for this
project to approximate $3 million, based upon capital and operating costs for a
period of five years. However, subject to pilot testing and operating
experience, costs may increase if a longer operating period is necessary.

         As of December 31, 2000, the reserve for remediation activities was
$4.0 million, including $3.0 million for the in situ remediation plan, $0.6
million for environmental consulting and $0.4 million for final payments to be
made on remediation activities completed in 2000. In first quarter 2001, as a
result of the settlement of the Company's litigation with BP discussed below,
the Company recorded an additional $4.8 million of environmental reserves. The
Company had remediation spending of $0.4 million in first quarter 2001. As a
result of the foregoing, the environmental reserve totaled $8.4 million at March
31, 2001.

         Based on currently available data, the Company believes that upon
completion of the remediation activities at the two sites described above, CBCC
will have substantially completed the


                                       8
<PAGE>   9
                              CHASE INDUSTRIES INC.


remediation activities that the Company believes are necessary to address
contamination at its site. However, until the completion of these remedial and
associated investigatory activities and receipt of approval from the Ohio
Environmental Protection Agency ("EPA") of CBCC's activities to remediate this
contamination, as well as remediation activities previously conducted, the
Company cannot be certain that further remediation activities will not be
required at its site. To the extent regulatory agencies require additional
remediation at those areas of CBCC's site where CBCC previously has undertaken
remediation activities, or requires excavation of soil at the two areas for
which CBCC currently is developing a remediation plan for in situ remediation,
as part of the settlement of litigation with BP in first quarter 2001 discussed
below BP has retained responsibility for such remediation activities.

         The Company believes it will be able to fund cleanup costs related to
anticipated future remediation activities at its manufacturing facility with
cash on hand and borrowings under its existing Bank Credit Facility. Therefore,
the Company does not believe that funding these remediation activities will have
a material effect on the Company's financial condition, results of operations or
liquidity.

         Other than as described above, no reserves have been established
regarding the aforementioned matters. Additionally, the Company expects no
material impact on its financial position, results of operations or liquidity as
a result of the existence of any other environmental conditions related to CBCC.

         CBCC and/or other entities named "Chase Brass & Copper Co." (which may
include Old Chase or divisions of Old Chase) have been named by governmental
agencies and/or private parties as a potentially responsible party ("PRP") under
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA") and/or state laws with respect to four sites (and possibly a fifth
site). The Company believes that CBCC has no liability for the cleanup costs
related to these sites because (a) such liability is attributable to an entity
that had the same or similar name to that of CBCC, such as a division or a
subsidiary of BP (other than the brass rod division of Old Chase), or (b) such
liability arose from acts that occurred prior to the CBCC Acquisition and,
therefore, BP retained such liability under the CBCC Purchase Agreement and is
contractually obligated to indemnify the Company for such liabilities. To the
extent CBCC incurs any cleanup costs with respect to these sites, it intends to
enforce its rights under the CBCC Purchase Agreement to recover such amounts
from BP.

         On January 7, 1998, a lawsuit entitled Ken-Chas Reserve Company and BP
Exploration (Alaska) Inc. and The Standard Oil Company v. Chase Industries Inc.
and Chase Brass & Copper Company, Inc. was filed in the Court of Common Pleas in
Cuyahoga County, Ohio. The Company and BP entered into a Settlement Agreement
and Mutual Release dated February 22, 2001 (the "Settlement Agreement"),
pursuant to which the Company and BP resolved and settled the claims between
them that were the subject of the lawsuit. Pursuant to the Settlement Agreement,
(1) the Company paid to BP $2 million, (2) the $20 million promissory note
issued to Old Chase as part of the consideration for the CBCC Acquisition (the
"BP Note") was deemed paid in full, (3) the Company retained responsibility and
financial liability for completing in situ remediation at the two remaining
areas of CBCC's site where additional remediation activities currently are
contemplated to be required and (4) BP retained financial liability for (A)
excavation activities that may be required by regulatory agencies at these two
remaining sites and (B) additional remediation activities that may


                                       9
<PAGE>   10
                              CHASE INDUSTRIES INC.


be required by regulatory agencies at the remaining areas of CBCC's site,
including areas where remediation activities previously have been conducted. BP
also retained and reaffirmed its obligations under the CBCC Purchase Agreement
to indemnify the Company and CBCC for any claim made against the Company or CBCC
in respect of any liability or obligation of BP which was not assumed by the
Company or CBCC as part of the CBCC Acquisition, including without limitation
claims related to off-site contamination and third party claims.

         At the time of the BP settlement, the Company had a $21.8 million
receivable from BP, a note payable of $20.0 million and accrued interest on the
BP Note aggregating $8.6 million. In February 2001, these amounts were settled
with a payment of $2.0 million to BP. As a result of the settlement and the
obligations retained by the Company, an additional environmental liability
totaling $4.8 million was accrued.

         In addition to the above, the Company has outstanding purchase
commitments for capital equipment and building construction totaling
approximately $16.9 million at March 31, 2001.

5.       DISCONTINUED OPERATIONS:

         In fourth quarter 2000, the Company decided to divest Leavitt. On March
15, 2001, the Company signed a definitive agreement to sell the assets and
operations of Leavitt to privately-held Pinkert Industrial Group, LLC,
headquartered in Chicago. The sale closed on March 30, 2001 with the Company
receiving $31.5 million, before estimated closing costs and fees of $1.7
million, subject to closing adjustments. In fourth quarter 2000, the Company
recorded an estimated loss on the sale of Leavitt of $36.0 million, including
income tax benefit of $11.3 million. The disposal of the assets and operations
of Leavitt represented the disposal of a business segment. Consequently, the
consolidated financial statements reflect Leavitt as a discontinued operation.

         The operating results of discontinued operations were as follows (in
thousands):

<TABLE>
<CAPTION>
                                                  Three Months Ended March 31
                                                      2001           2000
                                                    --------       --------
<S>                                               <C>              <C>
         Net sales                                  $ 23,251       $ 35,624
                                                    ========       ========
         Income (loss) before taxes                 $    123       $   (219)
         Provision for income (taxes) benefit            (44)            83
                                                    --------       --------
         Net income (loss)                          $     79       $   (136)
                                                    ========       ========
</TABLE>


         A portion of the Company's interest expense has been allocated to
discontinued operations based on the debt outstanding on Leavitt's balance
sheet. Income taxes on results of the discontinued operations have been
allocated using the same overall rate incurred by the Company in each year
presented.



                                       10
<PAGE>   11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

Sale of Leavitt Tube

         In fourth quarter 2000, the Company decided to divest Leavitt. On March
15, 2001, the Company signed a definitive agreement to sell the assets and
operations of Leavitt to privately-held Pinkert Industrial Group, LLC,
headquartered in Chicago. The sale closed on March 30, 2001 with the Company
receiving $31.5 million, before estimated closing costs and fees of $1.7
million, subject to closing adjustments. In fourth quarter 2000, the Company
recorded an estimated loss on the sale of Leavitt of $36.0 million, including
income tax benefit of $11.3 million. The disposal of the assets and operations
of Leavitt represented the disposal of a business segment. Consequently, the
consolidated financial statements reflect Leavitt as a discontinued operation.

Operations

         The Company has a brass products segment operated by CBCC and, prior to
March 30, 2001, had a steel products segment operated by Leavitt, which was
classified as a discontinued operation for all periods presented and disposed of
on March 30, 2001. The Company is a leading manufacturer of free-machining and
forging brass rod.

         CBCC. CBCC is an ISO 9002 certified manufacturer and supplier of
free-machining and forging brass rod in the United States and Canada. CBCC's net
sales represent gross sales of brass rod less sales discounts. The gross sales
price of brass rod consists of a metal price charged to customers and a
fabrication price as separate components. Cost of goods sold includes freight
delivery costs, the cost of brass scrap, which is the principal raw material
used in the manufacturing process and the primary component of cost of goods
sold, as well as the costs of labor, energy and other materials and supplies
used in fabricating the brass scrap into finished rod. Therefore, CBCC's profit
levels depend primarily on the amount of finished rod shipped, fabrication
prices and the difference between the metal price charged to customers and
CBCC's cost of brass scrap.

         CBCC obtains approximately 75% of the brass scrap used in its
operations from its customers through purchase and tolling arrangements. The
metal price charged to customers (the "Metal Selling Price") was four cents per
pound higher than the price at which brass scrap is purchased from customers
(the "Metal Buying Price") from December 1994 until December 1997. In December
1997, the difference was increased to five cents per pound, and in January 1999
the difference was increased to seven cents per pound. The difference between
the Metal Selling Price and the Metal Buying Price was increased to eight cents
per pound in September 1999. CBCC also purchases approximately 25% of its brass
scrap from scrap dealers at prevailing free-market prices. Free-market prices of
brass scrap fluctuate based on the supply of and demand for brass scrap and the
prices for copper and zinc (the major components of brass), and generally are
less than the Metal Buying Price. Since 1990, free-market prices, as compared to
Metal Buying Prices, have been favorable to CBCC by historical standards and the
supply of brass scrap in the United States has increased in excess of


                                       11
<PAGE>   12
                              CHASE INDUSTRIES INC.


demand as a result of increased imports of brass rod. Although the increased
supply of brass scrap has resulted in continued favorable free-market scrap
prices through March 2001, there can be no assurance that such discounts will
continue. Decreasing imports of brass rod and increasing demand for brass scrap
could cause free-market brass scrap prices to increase, and increased pressure
from customers to purchase brass scrap directly from them at the Metal Buying
Price could reduce CBCC's ability to take advantage of free-market discounts.

         As noted above, CBCC's pricing structure consists of the Metal Selling
Price and the fabrication price as separate components. The Metal Selling Price
is determined at the time of shipment based on the then-current Metal Buying
Price and is not directly affected by fluctuations in free-market brass scrap
prices. As a result of this pricing structure, increases and decreases in the
Metal Selling Price will affect net sales levels and gross profit as a
percentage of sales, even in the absence of an increase or decrease in shipments
or the fabrication prices charged to customers, but will have little impact on
gross profit levels. However, the quantity of free-market brass scrap purchased
by CBCC and changes in the difference between the free-market prices paid for
brass scrap and the Metal Buying Price will affect gross profit, even in the
absence of an increase or a decrease in shipments or net sales levels.

         In addition to sales made under the pricing structure described above,
approximately 11% of pounds sold are made on a tolling basis, where the customer
consigns brass scrap to CBCC and is charged a fabrication price for processing
the brass scrap into finished rod. Tolling transactions affect net sales by the
Metal Selling Price that otherwise would be charged to the customer in a sale of
finished brass rod. To a lesser degree, tolling transactions also affect gross
profit to the extent CBCC is unable to take advantage of the pricing
differential on brass scrap purchased and sold. To partially offset the effect
of tolling transactions on gross profit, CBCC requires tolling customers to
deliver additional pounds of brass scrap in exchange for each pound of finished
rod shipped.

         Leavitt. Prior to March 30, 2001, Leavitt was a leading producer of
structural and mechanical electric resistance welded steel tubing in square,
rectangular and round shapes in sizes ranging from 1/2 inch to 10 inch squares
and equivalent rectangles and 3/8 inch to 12 3/4 inches in outer diameter for
round sizes. Leavitt's financial performance may be impacted by changes in the
price it pays for flat-rolled steel, the primary cost component of Leavitt's
finished product, based on the market conditions in the domestic and the
international flat-rolled steel industry. Based on the then-current market
conditions in the steel tubing industry and the level of capacity utilization,
Leavitt may or may not be able to pass the economic impact of steel price
changes on to its customers through changes in the selling price. The steel
tubing industry is highly fragmented and suppliers may reduce prices or fail to
increase prices as a result of flat-rolled steel price increases, depending on
their individual financial and operational motivation.



                                       12
<PAGE>   13
                              CHASE INDUSTRIES INC.


RESULTS OF OPERATIONS

Three Months Ended March 31, 2001, Compared with Three Months Ended March 31,
2000

         Net sales decreased $15.4 million, or 18.9%, to $66.2 million in first
quarter 2001. Net sales decreased mainly as a result of a 15% decrease in the
brass rod shipments. Also contributing to this decrease was a 3.0% decline in
the brass rod Metal Selling Price. The softness from the fourth quarter 2000
continued into first quarter 2001 as the brass rod industry is experiencing
"recession-like" conditions. Industry shipments were off 16% in first quarter
2001 compared with first quarter 2000 which followed a decline in industry
shipments of 11% in fourth quarter 2000 compared with the prior year. Net
imports continued to abate with January and February 2001, the most recent two
months available, down 33% compared with the prior year. This decline was
greater than the fourth quarter 2000 decline of 13%. Customers in the building
and construction, transportation, industrial machinery and equipment, and
electronics and distribution industries had much lower demand from the record
levels experienced in first quarter 2000. Inventory corrections throughout the
supply-chain also adversely affected the demand for brass rod.

         Gross profit decreased $4.9 million, or 36.8%, to $8.4 million in first
quarter 2001 due to lower brass rod shipments and lower unit profit margins.
Fabrication prices decreased due to competitive pressures in the market. In
response to lower profitability, the Company implemented cost controls in first
quarter 2001 including eliminating overtime and discretionary spending. These
costs controls resulted in lower manufacturing costs in first quarter 2001
compared with the prior year despite increased costs for electricity and natural
gas and contractual labor rate increases.

         Selling, general and administrative ("SG&A") expenses decreased $0.6
million, or 28.6%, to $1.5 million for first quarter 2001. SG&A expenses were
lower mainly due to spending controls and cost reductions which included reduced
professional and consulting expenses, lower management incentives and decreased
franchise taxes. Additionally, legal fees were lower in 2001 due to the
settlement, in February 2001, of the litigation with BP.

         In first quarter 2001, tender offer expenses aggregating $2.6 million
were attributable to incremental consulting and legal expenses as a result of
the unsolicited tender offer which expired on January 31, 2001.

         Depreciation expense increased by $0.2 million, or 13.3%, to $1.7
million primarily due to depreciation on the new brass foundry capitalized in
2000.

         As a result of the above factors, operating income decreased $7.0
million, or 72.2%, to $2.7 million in first quarter 2001.

         Net interest expense decreased by $0.2 million, or 50.0%, to $0.2
million for first quarter 2001. The decline in interest expense primarily
resulted from the elimination of $20 million of debt in conjunction with the
settlement of the litigation with BP.

         As a result of the above factors, income from continuing operations
before taxes decreased by $6.9 million, or 73.4%, to $2.5 million in first
quarter 2001 from $9.4 million in first quarter 2000.



                                       13
<PAGE>   14
                              CHASE INDUSTRIES INC.


         Income tax expense decreased by $2.7 million, or 75.0%, to $0.9 million
as a result of the decrease of $6.9 million in income before taxes and a
reduction in the effective tax rate from 38% in 2000 to 35.5% in 2001. The
effective rate was lower in 2001 due to the state tax consequences resulting
from the sale of Leavitt and other state tax planning initiatives including tax
incentives related to CBCC's Project 400 capital investment.

         As a result of the above factors, income from continuing operations
decreased by $4.2 million, or 72.4%, to $1.6 million in first quarter 2001 from
$5.8 million in first quarter 2000.

         Income (loss) from discontinued operations, net of taxes, increased to
$0.1 million in first quarter 2001 from a loss of $0.1 million in first quarter
2000. Leavitt's results increased slightly in first quarter 2001 compared to
prior year mainly due to an improvement in unit margins which was partially
offset by lower steel tubing shipments.

         Net income for first quarter 2001 was $1.7 million, or $0.11 per
diluted share, compared with net income for first quarter 2000 of $5.7 million,
or $0.37 per diluted share. Excluding the SG&A costs related to the tender
offer, net income would have been $3.4 million, or $0.22 per diluted share, in
first quarter 2001.

LIQUIDITY AND CAPITAL RESOURCES

General

         At March 31, 2001, the Company had no debt, a $20.0 million decrease
from December 31, 2000. Cash and cash equivalents totaled $17.3 million,
increasing from $4.0 million at year end 2000.

         The Company currently is meeting its operational and liquidity needs
with cash on hand, internally generated funds and amounts available under the
revolving credit facility.

Working Capital

         At March 31, 2001 working capital was $55.3 million, a $37.3 million
increase from $18.0 million at December 31, 2000. Working capital at December
31, 2000, included a $21.6 million receivable from BP and the BP Note payable of
$20.0 million and interest accrued on the BP Note aggregating $8.3 million.
These amounts were settled in February 2001 with a CBCC payment of $2.0 million
to BP. See further discussion of the BP settlement at Note 4 of Notes to
Consolidated Financial Statements. Working capital at March 31, 2001, was $55.3
million, a $30.5 million, or 123.0%, increase from $24.8 million at December 31,
2000, excluding the BP related amounts. Increases in cash and cash equivalents
of $13.3 million, accounts receivable of $3.7 million, and deferred income taxes
of $5.4 million and a decrease in accounts payable and accrued liabilities of
$14.3 million were partially offset by a decrease in inventory of $6.5 million.




                                       14
<PAGE>   15
                              CHASE INDUSTRIES INC.


         The decrease in inventory was due to management's efforts to reduce
finished goods and to match inventory levels with current reduced shipment
rates. The increase in accounts receivable was due primarily to a 23% increase
in net sales in March 2001 compared to December 2000. The Company's shipments
are typically lower in December due to customer shutdowns. Partially offsetting
this increase was an improvement in the Company's accounts receivable days
outstanding in March 2001 compared to December 2000 which has historically
improved due to timing of year end payments from customers. The decrease in
accounts payable primarily was due to the timing of scrap metal purchases.

         The Company's current ratio was 3.43 at March 31, 2001, compared to
1.28 at December 31, 2000.

Cash Flow (Used in) Operating Activities

         For the three months ended March 31, 2001, net cash used in operating
activities was $9.2 million, which included a decrease in assets and
liabilities, excluding cash, debt and deferred taxes of $9.3 million and the
settlement of the litigation with BP for $2.0 million partially offset by net
income from continuing operations of $1.6 million, depreciation of $1.7 million,
and deferred tax expense of $0.6 million. The change in working capital in first
quarter 2001 was explained above in "Working Capital." In addition to cash used
in continuing operations of $7.7 million, cash used in discontinued operations
totaled $1.5 million.

         For the three months ended March 31, 2000, net cash used in operating
activities was $5.8 million, which included a decrease in assets and
liabilities, excluding cash, debt and deferred taxes of $11.2 million, partially
offset by net income from continuing operations of $5.8 million and depreciation
of $1.5 million. In addition to cash used in continuing operations of $3.8
million, cash used in discontinued operations totaled $1.9 million.

Cash Flow Provided by (Used in) Investing Activities

         In first quarter 2001, the proceeds from the sale of Leavitt provided
$31.5 million, before estimated closing costs and fees of $1.7 million. Capital
expenditures were $7.5 million for the three months ended March 31, 2001, and
$2.6 million for the three months ended March 31, 2000. Capital expenditures in
2001 primarily related to equipment and construction costs for a second
extrusion press and additional finishing lines discussed below. Capital
expenditures in first quarter 2000 primarily related to final installation and
equipment costs for the new foundry discussed below.

Cash Flow Provided by Financing Activities

         Cash provided by financing activities of $95,000 for the three months
ended March 31, 2001, resulted from stock option exercises. Cash provided by
financing activities of $361,000 for the three months ended March 31, 2000,
consisted of borrowings under the revolving credit facility.



                                       15
<PAGE>   16
                              CHASE INDUSTRIES INC.


Capital Resources

         In 1996, CBCC launched a capital project referred to as "Project 400."
The project is designed to increase foundry, extrusion and finishing
capabilities with an ultimate goal of increasing finished brass rod production
capability by one-third to approximately 400 million pounds annually. The first
phase of the project was completed in early 1998 with the installation of three
new billet heaters that increased finished brass rod capacity by about 17
percent. The new billet heaters have increased productivity and improved
quality. The total cost of the first phase of the project was approximately $12
million and was financed through a six-year operating lease.

         In second quarter 1998, the Company announced Phase II of Project 400,
which was a $30 million multi-year investment to construct an additional brass
foundry enabling CBCC to increase casting capacity and to provide customers with
multiple alloys. The new brass foundry began producing billets on a trial basis
in February 2000 and is now producing billets at expected production rates. The
new foundry has reduced metal costs and increased production capacity. The new
foundry produced approximately 18% of CBCC's billet requirements in 2000.

         In fourth quarter 1999, the Company announced Phase III of Project 400,
which was a $50 million multi-year investment to purchase a second extrusion
press and additional finishing equipment. When Phase III comes on line, which is
expected to occur in 2002, CBCC's production capacity will increase by about
one-third to more than 400 million pounds annually. The majority of the building
construction and equipment foundations necessary to accommodate the finishing
lines and extrusion press have been completed. The Company anticipates that
capital projects will be paid for with cash flows provided by operating
activities, cash on hand, and the revolving credit facility, as necessary.

Bank Credit Facility

         As of March 31, 2001, there were no amounts outstanding under the
Company's $50 million revolving credit facility. Total availability under the
revolving credit facility was $46.2 million as of March 31, 2001.

CONTINGENCIES - ENVIRONMENTAL MATTERS

         As discussed in "Note 4 of Notes to Consolidated Financial Statements
included in Part I, Item 1, CBCC is subject to certain contingent liabilities
relating to environmental conditions at its manufacturing facility. CBCC is in
the process of developing a remediation plan for in situ remediation at two
areas of its site contaminated with certain volatile organic compounds (VOCs).
Based on preliminary cost estimates provided by CBCC's independent environmental
consultant, and subject to the development by the consultant of a remediation
plan for these areas of the site and the receipt of bids for the remediation
activities required under such plan, the Company estimates that the costs for
this project will be approximately $3 million, based upon capital and operating
costs for a period of five years. A reserve for this amount previously has been
established. However, subject to pilot testing and operating experience, costs
may increase if a longer operating period is necessary.

         In first quarter 2001, the Company settled certain matters with BP
which are discussed in


                                       16
<PAGE>   17
                              CHASE INDUSTRIES INC.


Note 4 of Notes to Consolidated Financial Statements included in Part I, Item 1.
In conjunction with the BP settlement, the Company recorded a $4.8 million
environmental reserve. The Company had remediation spending of $0.4 million in
first quarter 2001. The environmental reserve totaled $8.4 million at March 31,
2001.

         Based on currently available data, the Company believes that, upon
completion of the remediation activities described above, CBCC will have
substantially completed the remediation activities at its site that are
necessary to address contamination of which CBCC currently is aware. However,
until completion of these remedial and associated investigatory activities and
receipt of approval from the Ohio EPA of CBCC's activities to remediate this
contamination, as well as remediation activities previously conducted, the
Company cannot be certain that further remediation activities will not be
required at CBCC's site. To the extent regulatory agencies require additional
remediation at those areas of CBCC's site where CBCC previously has undertaken
remediation activities, or requires excavation of soil at the two areas for
which CBCC currently is developing a remediation plan for in situ remediation,
as a part of the settlement of the litigation with BP in first quarter 2001, BP
has retained financial responsibility for such remediation activities.

         The Company expects to fund cleanup costs related to the remaining
remediation activities at its manufacturing facility with cash on hand and
borrowings under its existing Bank Credit Facility. Therefore, the Company does
not believe that funding these remediation activities will have a material
adverse effect on the Company's financial condition, results of operations or
liquidity.

         The statements set forth herein regarding anticipated expenditures for
environmental matters are forward looking, are based on sampling results
currently available to the Company, remediation plans in the process of being
developed by independent consultants of CBCC (which plans are subject to
assumptions regarding applicable cleanup standards and methodologies) and
preliminary cost estimates for completion of the remediation activities. Actual
costs required to be expended by the Company with respect to such matters may
differ materially from current expectations depending on the final resolution of
known uncertainties, including finalization of remediation plans for the two
remaining areas of CBCC's site as discussed above, completion of proposed
remediation activities, acceptance by applicable governmental agencies of
cleanup standards relied upon in developing remediation plans and conducting
remediation activities, discovery of additional contaminants during remediation,
and any change in CBCC's proposed use of its property which affects any
applicable cleanup standard.

CONTINGENCIES - LEGAL PROCEEDINGS

         As discussed in Note 4 of Notes to Consolidated Financial Statements
included in Part I., Item 1 and in Part II, Item 1. Legal Proceedings, in
February 2001, the Company and CBCC settled a lawsuit with BP, originally filed
in January 1998, regarding amounts payable under the BP Note.

SAFE HARBOR

         This document contains forward-looking statements regarding the
operations of the Company and the industries in which it operates. These
statements are identified by the use of words such as "believe," "expects,"
"anticipates," "will," "should" and other words referring to events to occur in
the future. Management uses estimates and assumptions in forming the basis for
such forward-


                                       17
<PAGE>   18
                              CHASE INDUSTRIES INC.


looking statements. Such estimates and assumptions, including forecasts
regarding demand and pricing for the Company's products, are subject to risks
and uncertainties which could cause actual results to differ materially from
historical results or those anticipated, as described in forward-looking
statements. Actual results will be affected by general economic and industry
conditions in the end-use markets for the Company's products as well as the
impact of competitive products and pricing, including without limitation the
impact of imports. Foreign economic activity and the relationship of the U. S.
dollar to other currencies also affect import levels and exports of U.S.
manufactured products containing parts made from brass rod. The Company's
shipments also will be affected by its ability to maintain manufacturing
operations at its current levels without significant interruption and
successfully implement its capacity expansion program.




                                       18
<PAGE>   19
                              CHASE INDUSTRIES INC.


                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company is involved in certain claims and litigation as described
in Note 4 of Notes to Consolidated Financial Statements included in Part I.,
Item 1, of this report and in Part I, Item 3. Legal Proceedings contained in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.

         On January 7, 1998, a lawsuit entitled Ken-Chas Reserve Company and BP
Exploration (Alaska) Inc. and The Standard Oil Company v. Chase Industries Inc.
and Chase Brass & Copper Company, Inc. was filed in the Court of Common Pleas in
Cuyahoga County, Ohio. The Company and BP entered into a Settlement Agreement
and Mutual Release dated February 22, 2001 (the "Settlement Agreement"),
pursuant to which the Company and BP resolved and settled the claims between
them that were the subject of the lawsuit. Pursuant to the Settlement Agreement,
(1) the Company paid to BP $2 million, (2) the $20 million promissory note
issued to Old Chase as part of the consideration for the CBCC Acquisition was
deemed paid in full, (3) the Company retained responsibility and financial
liability for completing in situ remediation at the two remaining areas of
CBCC's site where additional remediation activities currently are contemplated
to be required and (4) BP retained financial liability for (A) excavation
activities that may be required by regulatory agencies at these two remaining
sites and (B) additional remediation activities that may be required by
regulatory agencies at the remaining areas of CBCC's site, including areas where
remediation activities previously have been conducted. BP also retained and
reaffirmed its obligations under the CBCC Purchase Agreement to indemnify the
Company and CBCC for any claim made against the Company or CBCC in respect of
any liability or obligation of BP which was not assumed by the Company or CBCC
as part of the CBCC Acquisition, including without limitation claims related to
off-site contamination and third party claims.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS

<TABLE>
<S>               <C>      <C>
         3.1      -        Restated Certificate of Incorporation of the Company
                           (incorporated by reference to Exhibit 3.1 to the
                           Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 1998), as amended by the
                           Certificate of First Amendment to the Company's
                           Restated Certificate of Incorporation (incorporated
                           by reference to Exhibit 3.2 to the Company's Current
                           Report on Form 8-K dated May 14, 1997) and
                           Certificate of Second Amendment to the Company's
                           Restated Certificate of Incorporation, (incorporated
                           by reference to Exhibit 3.2 to the Company's Current
                           Report on Form 8-K dated May 26, 1998).
</TABLE>



                                       19
<PAGE>   20
                              CHASE INDUSTRIES INC.


<TABLE>
<S>               <C>      <C>
         3.2      -        Certificate of Designation of Series A Junior
                           Participating Preferred Stock (incorporated herein by
                           reference to Exhibit 4.2 to the Company's Form 8-A
                           dated January 5, 2001, filed with the Securities and
                           Exchange Commission on January 5, 2001).

         3.3      -        By-Laws of the Company (incorporated by reference to
                           Exhibit 3.2 to the Company's Registration Statement
                           on Form S-1 as filed with the Securities and Exchange
                           Commission on November 3, 1994, Registration No.
                           33-83178).

         4.1      -        Specimen Common Stock Certificate (incorporated by
                           reference to Exhibit 4.1 to the Company's
                           Registration Statement on Form S-1 as filed with the
                           Securities and Exchange Commission on November 3,
                           1994, Registration No. 33-83178).

         4.2      -        Exchange Agreement dated November 4, 1994, between
                           the Company and Citicorp Venture Capital Ltd. ("CVC")
                           (incorporated by reference to Exhibit 4.4 to the
                           Company's Registration Statement on Form S-8 dated
                           December 9, 1994, Registration No. 33-87278).

         4.3      -        Rights Agreement, dated as of December 28, 2000,
                           between the Company and Mellon Investor Services LLC
                           (incorporated by reference to Exhibit 99.1 to the
                           Company's Current Report on Form 8-K dated January 4,
                           2001, filed with the Securities and Exchange
                           Commission on January 4, 2001).

         10.1+    -        Employment Agreement effective March 1, 2001, between
                           the Company and Martin V. Alonzo.

         10.2+    -        First Amendment to the Employment Agreement by and
                           between Chase Brass & Copper Company, Inc., a wholly
                           owned subsidiary of the Company, and John H.
                           Steadman, entered into effective February 15, 2001.
</TABLE>

----------
+ Filed herewith


                                       20
<PAGE>   21
                              CHASE INDUSTRIES INC.


(B)      REPORTS ON FORM 8-K

         During the quarter ended March 31, 2001, the Company filed the
         following Current Reports on Form 8-K:

         1.       Current Report on Form 8-K dated January 4, 2001, to report
                  under Item 5, "Other Events," the adoption of a stockholder
                  rights plan and amendments to the Company's By-Laws.

         2.       Current Report on Form 8-K dated January 26, 2001, as amended
                  by Form 8-K/A dated January 29, 2001, to disclose under Item
                  9, "Regulation FD Disclosure," certain information regarding
                  projections of the Company.






                                       21
<PAGE>   22
                              CHASE INDUSTRIES INC.


                                S I G N A T U R E

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.


                                          CHASE INDUSTRIES INC.



Date: May 14, 2001                        By: /S/ MICHAEL T. SEGRAVES
                                              -----------------------
                                              Michael T. Segraves
                                              Vice President
                                              Chief Financial Officer
                                              (duly authorized officer and
                                              Principal Financial Officer)






                                       22
<PAGE>   23
                              CHASE INDUSTRIES INC.


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit                                                                             Sequentially
  No.                       Description of Exhibits                                 Numbered Page
-------                     -----------------------                                 -------------
<S>      <C>  <C>                                                                   <C>
3.1      -    Restated Certificate of Incorporation of the Company (incorporated
              by reference to Exhibit 3.1 to the Company's Quarterly Report on
              Form 10-Q for the quarter ended June 30, 1998), as amended by the
              Certificate of First Amendment to the Company's Restated
              Certificate of Incorporation (incorporated by reference to Exhibit
              3.2 to the Company's Current Report on Form 8-K dated May 14,
              1997) and Certificate of Second Amendment to the Company's
              Restated Certificate of Incorporation, (incorporated by reference
              to Exhibit 3.2 to the Company's Current Report on Form 8-K dated
              May 26, 1998).

3.2      -    By-Laws of the Company (incorporated by reference to Exhibit 3.2
              to the Company's Registration Statement on Form S-1 as filed with
              the Securities and Exchange Commission on November 3, 1994,
              Registration No. 33-83178).

4.1      -    Specimen Common Stock Certificate (incorporated by reference to
              Exhibit 4.1 to the Company's Registration Statement on Form S-1 as
              filed with the Securities and Exchange Commission on November 3,
              1994, Registration No. 33-83178).

4.2      -    Exchange Agreement dated November 4, 1994, between the Company and
              Citicorp Venture Capital Ltd. ("CVC") (incorporated by reference
              to Exhibit 4.4 to the Company's Registration Statement on Form S-8
              dated December 9, 1994, Registration No. 33-87278).

4.3      -    Rights Agreement, dated as of December 28, 2000, between the
              Company and Mellon Investor Services LLC (incorporated by
              reference to Exhibit 99.1 to the Company's Current Report on Form
              8-K dated January 4, 2001, filed with the Securities and Exchange
              Commission on January 4, 2001).

10.1+    -    Employment Agreement effective March 1, 2001, between the Company
              and Martin V. Alonzo.

10.2+    -    First Amendment to the Employment Agreement by and between Chase
              Brass & Copper Company, Inc., a wholly owned subsidiary of the
              Company, and John H. Steadman, entered into effective February 15,
              2001.
</TABLE>

----------
+  Filed herewith