<PAGE>



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


                      SECURITIES AND EXCHANGE COMMISSION


                            WASHINGTON, D.C. 20549


                             ---------------------
                                   FORM 10-Q



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


                   FOR QUARTERLY PERIOD ENDED MARCH 31, 2002


                         COMMISSION FILE NUMBER 1-12068


                             METALDYNE CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          DELAWARE                                          38-2513957
(STATE OR OTHER JURISDICTION OF                          (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

47603 HALYARD DRIVE, PLYMOUTH, MICHIGAN                       48170-2429
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

                                         (734) 207-6200
                                        (TELEPHONE NUMBER)


     INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OR THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS, AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

                                 YES  X   NO
                                    ----    ----

     INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICAL DATE.




<TABLE>
<CAPTION>
                                            SHARES OUTSTANDING AT
                   CLASS                       APRIL 30, 2002
                   -----                       --------------
<S>                                        <C>
    COMMON STOCK, PAR VALUE $1 PER SHARE         44,643,637
</TABLE>

================================================================================
<PAGE>

                             METALDYNE CORPORATION

                                     INDEX



<TABLE>
<CAPTION>
                                                                               PAGE NO.
                                                                              ---------
<S>      <C>                                                                  <C>
Part I. Financial Information

 Item 1. Financial Statements

         Consolidated Condensed Balance Sheets -- March 31, 2002
          and December 31, 2001 .............................................       1

         Consolidated Condensed Statements of Operations for the
          Three Months Ended March 31, 2002 and 2001 ........................       2

         Consolidated Condensed Statements of Cash Flows for the
          Three Months Ended March 31, 2002 and 2001 ........................       3

         Notes to Consolidated Condensed Financial Statements ...............     4-9

 Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations .........................................   10-15

 Item 3. Quantitative and Qualitative Disclosure about Market Risk ..........      15

Part II. Other Information and Signature ....................................   16-17
</TABLE>



<PAGE>

                         PART I. FINANCIAL INFORMATION

ITEM 1.

                             FINANCIAL STATEMENTS

                             METALDYNE CORPORATION

                     CONSOLIDATED CONDENSED BALANCE SHEETS
                      MARCH 31, 2002 AND DECEMBER 31, 2001

                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)




<TABLE>
<CAPTION>
                                                                              (UNAUDITED)
                                                                               MARCH 31,      DECEMBER 31,
                                                                                 2002             2001
                                                                            --------------   -------------
<S>                                                                         <C>              <C>
                                ASSETS

Current assets:
 Cash and cash investments ..............................................     $    1,470      $       --
 Receivables, net .......................................................        130,210         104,160
 Inventories ............................................................        160,580         162,660
 Deferred and refundable income taxes ...................................         10,100          13,630
 Prepaid expenses and other assets ......................................         41,160          29,330
                                                                              ----------      ----------
   Total current assets .................................................        343,520         309,780
Equity and other investments in affiliates ..............................         16,680          17,130
Property and equipment, net .............................................        883,930         921,440
Excess of cost over net assets of acquired companies ....................      1,040,560       1,038,810
Intangibles and other assets ............................................        657,470         666,530
                                                                              ----------      ----------
   Total assets .........................................................     $2,942,160      $2,953,690
                                                                              ==========      ==========
                              LIABILITIES

Current liabilities:
 Accounts payable .......................................................     $  201,160      $  169,160
 Accrued liabilities ....................................................        150,330         188,840
 Current maturities, long-term debt .....................................         41,120          42,700
                                                                              ----------      ----------
   Total current liabilities ............................................        392,610         400,700
Long-term debt ..........................................................      1,063,230       1,096,060
Subordinated debentures .................................................        267,580         262,860
Deferred income taxes ...................................................        341,720         337,760
Other long-term liabilities .............................................        165,740         146,420
                                                                              ----------      ----------
   Total liabilities ....................................................      2,230,880       2,243,800
                                                                              ----------      ----------
Redeemable preferred stock, 545,154 shares outstanding ..................         56,910          55,160
Redeemable restricted common stock, 2 million and 2.6 million shares
 outstanding, respectively ..............................................         31,600          32,760
Less:  Restricted unamortized stock awards ..............................        (10,550)        (12,060)
                                                                              ----------      ----------
   Total redeemable stock ...............................................         77,960          75,860
                                                                              ----------      ----------
                          SHAREHOLDERS' EQUITY

Preferred stock (non-redeemable), $1 par:
 Authorized 25 million; Outstanding: None ...............................             --              --
Common stock, $1 par:
 Authorized: 250 million; Outstanding: 42.6 million .....................         42,650          42,570
Paid-in capital .........................................................        681,050         679,670
Accumulated deficit .....................................................        (72,290)        (76,440)
Accumulated other comprehensive loss ....................................        (18,090)        (11,770)
                                                                              ----------      ----------
   Total shareholders' equity ...........................................        633,320         634,030
                                                                              ----------      ----------
   Total liabilities, redeemable stock and shareholders' equity .........     $2,942,160      $2,953,690
                                                                              ==========      ==========
</TABLE>

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

                                       1
<PAGE>

                             METALDYNE CORPORATION

                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)




<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31
                                                         -----------------------------
                                                                  (UNAUDITED)
                                                              2002            2001
                                                         -------------   -------------
<S>                                                      <C>             <C>
Net sales ............................................    $  559,870     $  556,130
Cost of sales ........................................      (448,420)      (449,790)
                                                          ----------     -----------
 Gross profit ........................................       111,450        106,340
Selling, general and administrative expenses .........       (66,400)       (71,290)
Legacy restricted stock award expense ................        (2,080)        (1,770)
                                                          ----------     -----------
 Operating profit ....................................        42,970         33,280
Other expense, net:
 Interest expense ....................................       (28,120)       (42,570)
 Other, net ..........................................        (5,480)        (6,690)
                                                          ----------     -----------
   Other expense, net ................................       (33,600)       (49,260)
                                                          ----------     -----------
Income (loss) before income taxes ....................         9,370        (15,980)
Income taxes (credit) ................................         3,510         (3,410)
                                                          ----------     -----------
Net income (loss) ....................................         5,860        (12,570)
Preferred stock dividends ............................         1,710          1,170
                                                          ----------     -----------
Earnings (loss) attributable to common stock .........    $    4,150     $  (13,740)
                                                          ==========     ===========
Basic earnings (loss) per share ......................    $      .10     $     (.36)
                                                          ==========     ===========
Diluted earnings (loss) per share ....................    $      .09     $     (.36)
                                                          ==========     ===========
Cash dividends declared per share ....................    $       --     $       --
                                                          ==========     ===========
Cash dividends paid per share ........................    $       --     $       --
                                                          ===========    ===========
</TABLE>

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

                                       2
<PAGE>

                             METALDYNE CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                            (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                                                             MARCH 31
                                                                   -----------------------------
                                                                            (UNAUDITED)
                                                                        2002            2001
                                                                   -------------   -------------
<S>                                                                <C>             <C>
OPERATING ACTIVITIES:
 Net income (loss) .............................................    $    5,860       $ (12,570)
 Adjustments to arrive at cash provided by operating activities:
   Depreciation and amortization in operating profit ...........        31,070          38,400
   Legacy stock award expense ..................................         2,080           1,770
   Debt fee amortization .......................................         2,100           1,650
   Deferred income taxes .......................................         7,390          (3,210)
   Non-cash interest expense (interest accretion) ..............         4,720           4,170
   Other, net ..................................................        (3,360)         (1,810)
   Changes in current assets and liabilities:
    Accounts receivable ........................................       (49,650)        (64,870)
    Proceeds from accounts receivable sale .....................        23,430          22,380
    Inventory ..................................................         2,090          11,420
    Prepaid expenses and other current assets ..................        (4,350)         35,080
    Accounts payable and accrued expenses ......................        10,450         (31,030)
                                                                    ----------       ---------
      Total change in current assets and liabilities ...........       (18,030)        (27,020)
                                                                    ----------       ---------
 Net cash provided by operating activities .....................        31,830           1,380
                                                                    ----------       ---------
INVESTING ACTIVITIES:
 Capital expenditures ..........................................       (27,280)        (32,910)
 Proceeds from sale/leaseback of fixed assets ..................        33,370              --
 Other, net ....................................................        (2,390)         (6,340)
                                                                    ----------       ---------
 Net cash provided by (used for) investing activities ..........         3,700         (39,250)
                                                                    ----------       ---------
FINANCING ACTIVITIES:
 Proceeds from borrowings ......................................       158,400          55,670
 Principal payments on borrowings ..............................      (192,810)        (32,200)
 Other, net ....................................................           350          (1,290)
                                                                    ----------       ---------
 Net cash provided by (used for) financing activities ..........       (34,060)         22,180
                                                                    ----------       ---------
Net increase (decrease) in cash ................................         1,470         (15,690)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD .................            --          26,320
                                                                    ----------       ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD .......................    $    1,470       $  10,630
                                                                    ==========       =========
Supplementary cash flow information:
 Cash paid (refunded) for income taxes, net ....................    $    1,020       $ (12,330)
 Cash paid for interest ........................................        25,080       $  30,500
</TABLE>

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

                                       3
<PAGE>

                             METALDYNE CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. BUSINESS AND OTHER INFORMATION

   We ("Metaldyne" or the "Company") are a leading global manufacturer of
   highly engineered products for the transportation, industrial and consumer
   markets. Our products include metal-formed and precision-engineered
   components and modular systems used in vehicle transmission, engine and
   chassis applications, specialty fasteners, towing systems, packaging and
   sealing products and other industrial products.

   In the opinion of the Company, the unaudited financial statements contain
   all adjustments, including adjustments of a normal recurring nature,
   necessary to present fairly the financial position, results of operations
   and cash flows for the periods presented. These statements should be read
   in conjunction with the Company's financial statements included in the
   Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the
   "2001 Annual Report"). The results of operations for the three-month period
   ended March 31, 2002 are not necessarily indicative of the results for the
   full year.

   The Company's fiscal year ends on the Sunday nearest December 31. The
   Company's fiscal quarters end on the Sundays nearest March 31, June 30, and
   September 30. All year and quarter references relate to the Company's
   fiscal year and fiscal quarters unless otherwise stated.

   As described in Note 1 to our financial statements included in our 2001
   Annual Report, we had a change in accounting basis. Our first quarter 2001
   financial statements include the retroactively adopted effects of this
   change in accounting basis.


2. NEW ACCOUNTING PRONOUNCEMENTS


   GOODWILL AND OTHER INTANGIBLE ASSETS

   Effective January 1, 2002, we adopted Statement of Financial Accounting
   Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets" and
   stopped the amortization of goodwill. At March 31, 2002, our unamortized
   goodwill balance was approximately $1,040 million. As of March 31, 2002,
   the Company had not completed the initial impairment test of goodwill. This
   impairment assessment will be completed by June 30, 2002 as required by
   SFAS No. 142.

   The following table summarizes the effect on net loss and basic and diluted
   loss per share as a result of excluding amortization expense related to
   goodwill that is no longer being amortized for the three months ended March
   31, 2001. The three months ended March 31, 2002 are included for comparison
   purposes.



<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             MARCH 31
                                                     -------------------------
                                                         2002         2001
                                                     ----------- -------------
                                                          (IN THOUSANDS)
<S>                                                  <C>         <C>
   Net income (loss), as reported ..................   $ 5,860     $ (12,570)
   Add back: goodwill amortization .................        --         7,560
                                                       -------     ---------
   Net income (loss), as adjusted ..................   $ 5,860     $  (5,010)
                                                       =======     =========
   Basic earnings (loss) per share, as adjusted ....   $   .10     $    (.16)
                                                       =======     =========
   Diluted earnings (loss) per share, as adjusted ..   $   .09     $    (.16)
                                                       =======     =========
</TABLE>

   There has been no significant change in amortizable intangible assets
   disclosed in the Company's 2001 Annual Report, other than amortization
   expense of $9 million during the three months ended March 31, 2002.


   ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS

   The Financial Accounting Standards Board approved the issuance of SFAS No.
   143, "Accounting for Asset Retirement Obligations" in June 2001, which is
   effective January 1, 2003. SFAS No. 143 requires that an existing legal


                                       4
<PAGE>

                             METALDYNE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

   obligation associated with the retirement of a tangible long-lived asset be
   recognized as a liability when incurred and the amount of the liability be
   initially measured at fair value. The Company is currently reviewing the
   provisions of SFAS No. 143 and assessing the impact of adoption.


   ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS


   On January 1, 2002, we adopted SFAS No. 144, "Accounting for the Impairment
   or Disposal of Long Lived Assets." Under SFAS No. 144, a single accounting
   method was established for long-lived assets to be disposed of. SFAS No.
   144 requires the Company to recognize an impairment loss only if the
   carrying amount of a long-lived asset is not recoverable from its
   undiscounted cash flows and the loss is the difference between the carrying
   amount and fair value. The adoption of this Statement did not have any
   impact on the financial position of the Company.


3. DERIVATIVE FINANCIAL INSTRUMENTS


   The Company manages its exposure to changes in interest rates through the
   use of interest rate protection agreements. These interest rate derivatives
   are designated as cash flow hedges. The effective portion of each
   derivative's gain or loss is initially reported as a component of other
   comprehensive income and subsequently reclassified into earnings when the
   forecasted transaction affects earnings. The Company does not use
   derivatives for speculative purposes.


   The Company has entered into interest rate protection agreements with
   various financial institutions to hedge a portion of its interest rate risk
   related to the term loan borrowings under its Credit Facility. These
   agreements include two interest rate collars with a term of three years, a
   total notional amount of $200 million, and a three month LIBOR interest
   rate cap and floor of 7% and approximately 4.5%, respectively. The
   agreements also include four interest rate caps at a three month LIBOR
   interest rate of 7% with a total notional amount of $376 million. A
   cumulative unrealized loss of $4.2 million as of March 31, 2002 is included
   in other comprehensive income and accrued and other long-term liabilities.


4. ACCOUNTS RECEIVABLE SECURITIZATION


   The Company has entered into an arrangement to sell, on an ongoing basis,
   the trade accounts receivable of substantially all domestic business
   operations to MTSPC, Inc. ("MTSPC"), a wholly owned subsidiary of the
   Company. MTSPC from time to time may sell an undivided fractional ownership
   interest in the pool of receivables up to approximately $225 million to a
   third party multi-seller receivables funding company. The net proceeds of
   sale are less than the face amount of accounts receivable sold by an amount
   that approximates the purchaser's financing costs, which amounted to a
   total of $1.7 million for the three months ended March 31, 2002, and is
   included in other expense in the income statement. At March 31, 2002, a
   total of approximately $191 million of receivables were sold and the
   Company retained a subordinated interest of approximately $53 million,
   which was included in the receivables balance in the consolidated balance
   sheet. The proceeds from the sale of accounts receivable, net for the three
   months ended March 31, 2002, was $23.4 million.


                                       5
<PAGE>

                             METALDYNE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. EARNINGS PER SHARE


   The following are reconciliations of the numerators and denominators used
   in the computations of basic and diluted earnings per common share:



<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED MARCH 31
                                                                           ---------------------------
                                                                               2002          2001
                                                                           ------------ -------------
                                                                              (IN THOUSANDS EXCEPT
                                                                               PER SHARE AMOUNTS)
<S>                                                                        <C>          <C>
   Weighted average number of shares outstanding .........................     42,650        38,390
                                                                               ======        ======
   Income (loss) before extraordinary item ...............................   $  5,860     $ (12,570)
   Less: Preferred stock dividends .......................................      1,710         1,170
                                                                             --------     ---------
   Earnings (loss) used for basic earnings per share computation .........   $  4,150     $ (13,740)
                                                                             ========     =========
   Basic earnings (loss) per share .......................................   $    .10     $    (.36)
                                                                             ========     =========
   Total shares used for basic earnings per share computation ............     42,650        38,390
   Dilutive securities:
   Contingently issuble shares ...........................................      1,830            --
                                                                             --------     ---------
   Total shares used for diluted earnings per share computation ..........     44,480        38,390
                                                                             ========     =========
   Earnings (loss) used for diluted earnings per share computation .......   $  4,150     $ (13,740)
                                                                             ========     =========
   Diluted earnings (loss) per share .....................................   $    .09     $    (.36)
                                                                             ========     =========
</TABLE>

   Diluted earnings per share reflect the potential dilution that would occur
   if securities or other contracts to issue common stock were exercised or
   converted into common stock. Excluded from the calculation of diluted
   earnings per share are 2,855,000 of stock options as they had no dilutive
   effect at March 31, 2002.


6.  INVENTORIES


     Inventories by component are as follows:



<TABLE>
<CAPTION>
                              MARCH 31, 2002   DECEMBER 31, 2001
                             ---------------- ------------------
                                       (IN THOUSANDS)
<S>                          <C>              <C>
   Finished goods ..........     $ 80,690          $ 81,540
   Work in process .........       39,470            41,060
   Raw materials ...........       40,420            40,060
                                 --------          --------
                                 $160,580          $162,660
                                 ========          ========
</TABLE>

7. PROPERTY AND EQUIPMENT, NET


   Property and equipment, net reflects accumulated depreciation of $112.2 and
   $90 million as of March 31, 2002 and December 31, 2001, respectively.


   In December 2001 and January 2002, the Company entered into sale-leaseback
   transactions with respect to equipment and approximately 20 real properties
   with total net proceeds of approximately $56 million. Proceeds of $23
   million and $33 million were received in December 2001 and January 2002,
   respectively.


                                       6
<PAGE>

                             METALDYNE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 8. OTHER COMPREHENSIVE INCOME

     The Company's total comprehensive income for the period was as follows:



<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED MARCH
                                                              31
                                                   -------------------------
                                                       2002         2001
                                                   ----------- -------------
                                                        (IN THOUSANDS)
<S>                                                <C>         <C>
       Net income (loss) .........................  $  5,860     $ (12,570)
       Foreign currency translation loss .........    (7,970)      (13,480)
       Interest rate agreements ..................     1,650            --
                                                    --------     ---------
        Total comprehensive loss .................  $   (460)    $ (26,050)
                                                    ========     =========
</TABLE>

 9. COMMITMENTS AND CONTINGENCIES

   A civil suit was filed in the United States District Court for the Central
   District of California in April 1983 by the United States of America and
   the State of California under the Federal Superfund law against over 30
   defendants, including a subsidiary of ours, for alleged release into the
   environment of hazardous substances disposed of at the Stringfellow
   Disposal Site in California. The plaintiffs have requested, among other
   things, that the defendants clean up the contamination at that site. A
   consent decree has been entered into by the plaintiffs and the defendants,
   including us, providing that the consenting parties perform partial
   remediation at the site. The State agreed to take over clean-up of the
   site, as well as responsibility for governmental entities' past response
   costs. Additionally, we and approximately 60 other entities including the
   State are defendants in a toxic tort suit brought in the Superior Court of
   the State of California in May 1998 by various persons residing in the area
   of the site and seeking damages for alleged personal injuries claimed to
   arise from exposure to contaminants from the site. The case is still in the
   discovery state but we believe there are good defenses to the claims
   against us. Another civil suit was filed in the United States District
   Court for the Central District of California in December 1988 by the United
   States of America and the State against more than 180 defendants, including
   us, for alleged release into the environment of hazardous substances
   disposed of at the Operating Industries, Inc. site in California. This site
   served for many years as a depository for municipal and industrial waste.
   The plaintiffs have requested, among other things, that the defendants
   clean up the contamination at that site. Consent decrees have been entered
   into by the plaintiffs and a group of the defendants, including us,
   providing that the consenting parties perform certain remedial work at the
   site and reimburse the plaintiffs for certain past costs incurred by the
   plaintiffs at the site.

   Additionally, as of April 26, 2002 the Company is party to approximately
   435 pending cases involving an aggregate of approximately 6,648 claimants
   alleging personal injury from exposure to asbestos containing materials
   formerly used in gaskets (both encapsulated and otherwise) manufactured or
   distributed by certain of our subsidiaries for use in the petrochemical
   refining and exploration industries. There were three types of gaskets that
   we manufactured and we ceased the use of asbestos in our products at
   various dates in the 1980's and 1990's. We believe that many of our pending
   cases relate to locations which none of our gaskets were distributed or
   used. In addition, we acquired various companies to distribute our products
   that distributed gaskets of other manufacturers prior to acquisition.
   Approximately 463 cases involving 2,600 claimants (which are not included
   in the pending cases noted above) that have been either dismissed for lack
   of product identification or otherwise or been settled or made subject to
   agreements to settle. Our total settlement costs for all such cases, some
   of which were filed over 12 years ago, have been approximately $1.5
   million. Based upon our experience to date and other available information,
   we do not believe that these cases will have a material adverse effect


                                       7
<PAGE>

                             METALDYNE CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

   on our financial condition or results of operation. However, we cannot
   assure you that we will not be subjected to significant additional claims
   in the future or that the cost of settling cases in which product
   identification can be made will not increase or that we will not be
   subjected to further claims in respect of the former activities of our
   acquired gasket distributors.

   The Company has provided accruals based upon our present knowledge and
   subject to future legal and factual developments. We do not believe that any
   of these litigations will have a material adverse effect on our consolidated
   financial position, results of operations or cash flow. There can be no
   assurance that future legal and factual developments will not result in
   materially adverse expenditures.

   The Company is subject to other claims and litigation in the ordinary
   course of our business, but does not believe that any such claim or
   litigation will have a material adverse effect on our financial position or
   results of operation.


10. ACQUISITION RELATED INTEGRATION ACTIONS

   In 2001, the Company began to implement plans to integrate the three
   acquired legacy companies into the Company's new vision, align the business
   units under our new operating structure and leadership team, and
   reformulate our cost structure to be more competitive in the marketplace.
   To facilitate these initiatives, we terminated hundreds of employees and
   closed unprofitable businesses and plants. The majority of these actions
   were completed in 2001, but some are ongoing as of March 31, 2002. At March
   31, 2002, in addition to the amounts shown in the table below, the Company
   had an approximate $14 million accrual related to severance agreements with
   former Company management. The amounts reflected represent total estimated
   cash payments. The following table summarizes the recent activity for the
   purchase accounting adjustments established relating to the three
   acquisitions:



<TABLE>
<CAPTION>
                                                          UTILIZED
                                    ACCRUAL AT    -------------------------    ACCRUAL AT
                                     12/31/01         CASH        NON-CASH      3/31/02
                                   ------------   ------------   ----------   -----------
                                                       (IN THOUSANDS)
<S>                                <C>            <C>            <C>          <C>
   Severance ...................      $22,910       $ (1,760)        --          $21,150
   Other closure costs .........        6,850            (70)        --            6,780
                                      -------       --------         --          -------
   Total .......................      $29,760       $ (1,830)        --          $27,930
                                      =======       ========         ==          =======
</TABLE>

11. SEGMENT INFORMATION

   The Company has defined a segment as a component, with business activity
   resulting in revenue and expense that has separate financial information
   evaluated regularly by the Company's chief operating decision maker in
   determining resource allocation and assessing performance. The Company
   operates in two operating groups -- Automotive and TriMas.

   The Automotive Group consists of one operating segment which manufactures a
   broad range of engineered metal products used primarily in automotive
   applications and which combines capabilities in engineering, design,
   machining and assembly. The Automotive Group's sales are primarily to light
   vehicle OEM's and components assemblers. The Automotive Group's sales are
   primarily to light vehicle OEM's and component assemblers. The Automotive
   Group's products include cold, warm, and hot forged products, powdered
   metal products, tubular fabricated products and light metal castings used
   in engines, transmissions and drivetrains.

   In the first quarter of 2002, the Company modified the organization
   structure of the TriMas Group. The Fastener Group has been combined into
   the Industrial Specialties Group, while the Specialty Packaging Group has
   been carved out of the Industrial Specialties Group and now represents a
   new reportable segment. Thus, the reportable segments in our TriMas
   operations are now: Transportation Accessories, Industrial Specialties, and
   Specialty Packaging.

   TRANSPORTATION ACCESSORIES -- Manufacturers vehicle hitches and receivers,
   sway controls, weight distribution and 5th wheel hitches, hitch mounted
   accessories, roof racks, trailer couplers, winches, jacks, trailer brakes and
   lights and other vehicle and trailer accessories.


                                       8
<PAGE>

                             METALDYNE CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)


   SPECIALTY PACKAGING -- Manufacturers closures and dispensing systems for
   steel and plastic industrial and consumer packaging applications.


   INDUSTRIAL SPECIALTIES -- Manufacturers large and small diameter standard
   and custom-designed ferrous, nonferrous and special alloy fasteners, highly
   engineered specialty fasteners for the domestic and international aerospace
   industry, flame-retardant facings and jacketing and insulation tapes used
   in conjunction with fiberglass insulation, pressure-sensitive specialty
   tape products, high-pressure and low-pressure cylinders for the
   transportation, storage and dispensing of compressed gases, metallic and
   nonmetallic industrial gaskets, specialty precision tools such as center
   drills, cutters, end mills, reamers, master gears, gages and punches,
   specialty engines and service parts and specialty ordnance components and
   weapon systems.


     Segment activity for the three months ended March 31, 2002 and 2001 is as
   follows:



<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               MARCH 31
                                                       -----------------------
                         SALES                             2002        2001
                         -----                         ----------- -----------
                                                           (IN THOUSANDS)
<S>                                                    <C>         <C>
   Automotive Group ..................................  $ 368,930   $ 357,170
                                                        ---------   ---------
   Transportation Accessories ........................     75,410      71,270
   Industrial Specialties ............................     88,900     101,400
   Specialty Packaging ...............................     26,630      26,290
                                                        ---------   ---------
    TriMas Group .....................................    190,940     198,960
                                                        ---------   ---------
       Total .........................................  $ 559,870   $ 556,130
                                                        =========   =========
                        EBITDA
                        ------
   Automotive Group ..................................  $  51,770   $  45,940
                                                        ---------   ---------
   Transportation Accessories ........................     14,350      12,080
   Industrial Specialties ............................     13,140      15,290
   Specialty Packaging ...............................      9,100       7,790
                                                        ---------   ---------
    TriMas Group .....................................     36,590      35,160
    Corporate overhead/centralized resources .........    (12,240)     (7,650)
                                                        ---------   ---------
       Total EBITDA ..................................     76,120      73,450
      Depreciation & amortization ....................    (31,070)    (38,400)
      Legacy stock award expense .....................     (2,080)     (1,770)
                                                        ---------   ---------
       Operating profit ..............................  $  42,970   $  33,280
                                                        =========   =========
</TABLE>

12. SUBSEQUENT EVENT


   The Company has announced its intention to issue new shares in TriMas
   Corporation to a group of investors led by Heartland. The issuance is
   expected to represent approximately 66% of the fully diluted common stock
   of TriMas and is expected to close in the second quarter of 2002.


                                       9
<PAGE>

                             METALDYNE CORPORATION


ITEM 2.


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


EBITDA (EARNINGS BEFORE INTEREST TAXES DEPRECIATION AND AMORTIZATION)

     The Company has established Earnings Before Interest Taxes Depreciation
and Amortization ("EBITDA") as an indicator of our operating performance and as
a measure of our cash generating capabilities. The Company defines EBITDA as
operating profit plus depreciation and amortization plus legacy stock award
expense (contractual obligation from November 2000 acquisition, which will
runoff completely by 2003).

     EBITDA does not represent and should not be considered as an alternative
to net income, operating income, net cash provided by operating activities or
any other measure for determining operating performance or liquidity that is
calculated in accordance with generally accepted accounting principles.
Further, EBITDA, as we calculate it, may not be comparable to calculations of
similarly titled measures by other companies.


SUPPLEMENTAL FINANCIAL ANALYSIS



<TABLE>
<CAPTION>
                                                                  SALES
                                                 ---------------------------------------
                                                     2002          2001       DIFFERENCE
                                                 -----------   -----------   -----------
<S>                                              <C>           <C>           <C>
Automotive Group .............................    $368,930      $357,170      $  11,760
TriMas Group .................................
 Transportation Accessories ..................      75,410        71,270          4,140
 Industrial Specialties ......................      88,900       101,400        (12,500)
 Specialty Packaging .........................      26,630        26,290            340
                                                  --------      --------      ---------
Total TriMas Group ...........................     190,940       198,960         (8,020)
Corporate overhead/centralized resources .....          --            --             --
                                                  --------      --------      ---------
Total Sales ..................................    $559,870      $556,130      $   3,740
                                                  ========      ========      =========

</TABLE>


<TABLE>
<CAPTION>
                                                                  EBITDA
                                                 -----------------------------------------
                                                     2002           2001        DIFFERENCE
                                                 ------------   ------------   -----------
<S>                                              <C>            <C>            <C>
Automotive Group .............................    $  51,770      $  45,940      $  5,830
TriMas Group .................................
 Transportation Accessories ..................       14,350         12,080         2,270
 Industrial Specialties ......................       13,140         15,290        (2,150)
 Specialty Packaging .........................        9,100          7,790         1,310
                                                  ---------      ---------      --------
Total TriMas Group ...........................       36,590         35,160         1,430
Corporate overhead/centralized resources .....      (12,240)        (7,650)       (4,590)
                                                  ---------      ---------      --------
Total EBITDA .................................    $  76,120      $  73,450      $  2,670
Depreciation & Amortization ..................      (31,070)       (38,400)        7,330
Legacy Stock Award Expense ...................       (2,080)        (1,770)         (310)
                                                  ---------      ---------      --------
Operating Profit .............................    $  42,970      $  33,280      $  9,690
                                                  =========      =========      ========

</TABLE>

                                       10
<PAGE>

RESULTS OF OPERATIONS


THREE MONTHS ENDED MARCH 31, 2002 VERSUS THREE MONTHS ENDED MARCH 31, 2001

     Sales for the first three months of 2002 increased by $4 million to $560
million as compared to the same period in 2001. This increase resulted from a
$12 million improvement in our Automotive Group offset by an $8 million decline
in our TriMas Group. The increase in our automotive sales was driven by an
improvement in the underlying automotive market, while the decline in TriMas
sales resulted from a general slowdown in our Industrial Specialties segment.

     EBITDA improved to $76 million in the first three months of 2002 as
compared to $73 million for the same period in 2001. An additional $5 million
in operating lease expense arising from sale and leaseback activities
negatively impacted 2002 EBITDA results. Thus, adjusting for lease expense,
underlying operating performance reflected an $8 million increase in EBITDA on
a $4 million increase in sales. This increase primarily reflects synergistic
benefits from the acquisitions of GMTI and Simpson, operational improvements
implemented by the new Company management team, and the shared services
initiative started in 2001.

     In 2002, a reorganization of our corporate office enabled us to benefit
from the centralization of shared services. Thus, we transferred many
administrative professionals and costs from our Automotive Group to our
corporate headquarters. Centralizing these resources has allowed net cost
reductions across the Company and contributed to the improvements in operating
performance as described above. This migration of people and costs to our
corporate headquarters primarily accounts for the $4.5 million increase in
corporate costs in the first quarter of 2002 versus the first quarter of 2001.


AUTOMOTIVE GROUP

     Sales for the Automotive Group benefited from an improved production
environment in the first three months of 2002 versus the same period in 2001.
Therefore, sales improved by $12 million over the prior year, while EBITDA
increased approximately $6 million. This improvement in EBITDA exceeds the
contribution margin on the additional sales due to several factors. First, we
have gained operational synergies and cost reductions resulting from the
integration of the GMTI and Simpson acquisitions. Secondly, the Automotive
Group's cost base has decreased as we have migrated certain administrative
functions to our corporate headquarters. Finally, increased operational cost
reduction focus and initiatives have helped reduce our cost base.

     Other factors have offset these improvements in EBITDA, including $4
million of additional operating lease expense in the group. These expenses
relate to sale and leaseback activities conducted from late 2000 to early 2002,
which served to reduce our debt by approximately $100 million. In addition, we
have increased our engineering and research and development costs to support
the significant new business we have been awarded over the last year. Although
these programs are not yet in production, we have added approximately $10
million in annual costs related to the engineering and product development
processes associated with this potential new business.


TRIMAS GROUP

     In the first quarter of 2002, the Company modified the organization
structure of its TriMas operations. The Specialty Fastener Group has been
combined into the Industrial Specialties Group, while the Specialty Packaging
Group has been carved out of the Industrial Specialties Group and now
represents a new reportable segment. Thus, the reportable segments in our
TriMas operations are now: Transportation Accessories, Industrial Specialties,
and Specialty Packaging.

     TriMas Group sales decreased by $8 million in the first three months of
2002 as compared to the same period in 2001. The primary cause for this
decrease was a $12 million decline in Industrial Specialties sales, offset by a
$4 million increase in the Transportation Accessories Group sales. EBITDA for
the group improved by $1.4 million during the period in comparison with 2001,
despite the sales decrease. This improvement resulted from cost reduction
projects initiated in 2001 as well as a favorable mix change between the
segments.


                                       11
<PAGE>

     Transportation Accessories -- Transportation Accessories experienced a 6%
sales increase in the first three months of 2002 compared to the same period in
2001. This increase is a result of stronger retail sales and new product sales
in our manufacturer customer base. EBITDA increased by approximately 19% during
the period. This improvement exceeded the contribution margin of the increased
sales volume primarily due to cost savings originating from a plant
consolidation effort initiated in 2001.

     Industrial Specialties -- Industrial Specialties sales declined by $12
million for the first three months of 2002 compared to the same period in 2001.
Our fastener, compressed gas cylinder and commercial insulation businesses were
primarily responsible for this decline. Our fastener business has been
negatively affected by several simultaneous factors over the last year,
including a large decrease in medium and heavy truck production; increased
price competition fueled, in part, by internet e-auctions; and a general
inventory correction arising from the industrial recession in 2001. EBITDA for
the segment fell by less than the contribution margin of the sales decline. The
key driver for retaining profitability resulted from several plant
consolidations and cost reduction activities initiated in 2001.

     Specialty Packaging -- Specialty Packaging sales approximated 2001 levels,
but EBITDA improved by over $1 million. The improved margin is the result of a
series of cost reduction efforts initiated in 2001, including significant cost
reductions in foreign operations.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES AND INTEREST EXPENSE

     Selling, general and administrative costs were approximately $66 million
or 11.9% as a percent of sales in the first three months of 2002 as compared
with $71 million or 12.8% as a percent of sales in the same period last year.
This decrease is principally due to the elimination of goodwill amortization
and cost reduction efforts initiated, offset by an increase in rent expense
associated with the sale-leaseback transactions.

     Interest expense was $28 million for the first three months of 2002 as
compared to $43 million for the same period of 2001. This decrease was due
primarily to a reduction in interest resulting from a lower debt balance in
2002, and a 4% reduction in the LIBOR rate for the comparable periods of 2002
and 2001.


LIQUIDITY AND CAPITAL RESOURCES

     Net income increased $18 million for the three months ended March 31, 2002
compared to the prior year period. This increase is primarily due to an
increase in sales for the quarter, the elimination of goodwill amortization, a
reduction in interest expense, and operational synergies and cost reductions
throughout the Company.

     Operating activities generated $32 million of cash for the first three
months of 2002 compared with $1 million of cash in the same period 2001.
Excluding the proceeds from the sale of receivables, operating activities
provided $8 million of cash for the first quarter of 2002 as compared to a use
of $21 million of cash for the comparable period in 2001. This increase is due
primarily to the $18 million increase in net income and a $9 million
improvement in working capital. For the first quarter 2002, changes in working
capital were a use of cash of $18 million versus a use of cash of $27 million
for the first quarter 2001.

     Investing activities resulted in a source of cash of $4 million for the
first three months of 2002 compared with a use of cash of $39 million for the
same period in 2001. The increase is primarily the result of proceeds from
sale-leaseback transactions in 2002. In December 2001 and January 2002, the
Company entered into sale-leaseback transactions with respect to equipment and
approximately 20 real properties with total proceeds of approximately $56
million. Proceeds of $23 million and $33 million were received in December 2001
and January 2002, respectively. Capital expenditures were $27 million for the
first three months of 2002 as compared with $33 million in 2001.

     Financing activities were a use of cash of $34 million for the first three
months of 2002 compared with a source of cash of $22 million for the same
period in 2001. The decrease is primarily the result of a $33 million
prepayment of the Company's term loan debt in conjunction with the
sale-leaseback, plus a lower level of revolver debt borrowing in the quarter.
All of the Company's leases are accounted for as operating leases and the
associated rent expense is included in our financial results on an as-incurred
basis.


                                       12
<PAGE>

     As a result of the November 2000 recapitalization and the Simpson and GMTI
acquisitions, we are highly leveraged and have significantly increased our
interest expense relative to historical levels. We will need to dedicate
significant portions of cash flow to debt service, leases and other
obligations. In addition to normal capital expenditures, as we expand our
business, we may have to incur other significant expenditures to prepare for
and manufacture these additional products. We may incur material amounts of
additional debt and further burden our cash flow in pursuit of acquisition
strategies.

     As of March 31, 2002, our credit facility included a $300 million
revolving credit facility, a $436 million tranche A term loan facility, a $463
tranche B term loan facility and a $180 million tranche C term loan facility.
Our revolving credit balances fluctuate daily based upon our working capital
and other ordinary course of business needs. At March 31, 2002, there was
approximately $108 million unused and available under the revolving credit
agreement. Availability under our revolving credit facility depends upon
compliance with our financial covenants, among other things, in our Credit
Facility. Our other important source of liquidity is our $225 million accounts
receivable financing arrangement, under which we have the ability to sell
eligible accounts receivable to a third-party multi-seller receivables funding
company. At March 31, 2002, $191 million of this accounts receivable financing
source was utilized, which is described later in this section. In addition to
our credit facility, we had approximately $291 million of other indebtedness
outstanding as of March 31, 2002, which includes our face value $305
subordinated debt and other miscellaneous items. Metaldyne also has a
commitment from Masco Corporation, one of our shareholders, to purchase up to
$100 million of a new issue of Metaldyne subordinated debt, subject to limited
conditions, on or prior to October 31, 2003.

     As of March 31, 2002, our debt includes $305 million principal amount of
4-1/2 subordinated debentures, which mature in December 2003. These bonds are
carried at a discounted amount of $268 million on our March 31, 2002 Balance
Sheet and will accrete to the $305 million liquidation value over a two-year
period until maturity in late 2003.

     As of March 31, 2002, the amortization of our bank term indebtedness is as
follows (in millions):



<TABLE>
        <S>                             <C>
        2002 .......................... $  36.3
        2003 .......................... $  69.3
        2004 .......................... $  78.9
        2005 .......................... $  78.9
        2006 .......................... $  88.4
        2007 .......................... $ 255.2
        2008 .......................... $ 359.1
        2009 .......................... $ 113.0
</TABLE>

     We have other cash commitments not relating to debt as well, such as those
in respect of leases, preferred stock and restricted stock awards.

     We have engaged in a number of sale-leaseback transactions. At the time of
the GMTI acquisition in June 2001, GMTI entered into a sale-leaseback with
respect to certain manufacturing equipment and two real properties for proceeds
of approximately $35 million and reduced the debt that we assumed as part of
the acquisition by that amount. In June 2001, we entered into a $25 million
sale/leaseback related to manufacturing & assembly equipment. In December 2001
and January 2002, we entered into additional sale-leaseback transactions with
respect to equipment and approximately 20 real properties for net proceeds of
approximately $56 million and used the proceeds to repay a portion of our term
debt under our credit facility. All of these leases are accounted for as
operating leases and the associated rent expense is included in our financial
results on an as-incurred basis.

     In November 2000, we entered into an agreement to sell, on an ongoing
basis, the trade accounts receivable of certain business operations to a
bankruptcy-remote, special purpose subsidiary, or MTSPC, wholly owned by us.
MTSPC has sold and, subject to certain conditions, may from time to time sell
an undivided fractional ownership interest in the pool of domestic receivables,
up to approximately $225 million, to a third party multi-seller receivables
funding company, or conduit. Upon sale to the conduit, MTSPC holds a


                                       13
<PAGE>

subordinated retained interest in the receivables. Under the terms of the
agreement, new receivables are added to the pool as collections reduce
previously sold receivables. We service, administer and collect the receivables
on behalf of MTSPC and the conduit.

     The facility is subject to customary termination events, including, but
not limited to, breach of representations on warranties, the existence of any
event that materially adversely affects the collectibility of receivables or
performance by a seller and certain events of bankruptcy or insolvency. At
March 31, 2002, approximately $191 million of our $225 million receivables
facility was utilized. The proceeds of sale are less than the face amount of
accounts receivable sold by an amount that approximates the purchaser's
financing costs. The agreement expires November 2003. If we are unable to renew
or replace this facility, it could materially adversely affect our liquidity.

     During the first quarter of 2001, we entered into interest rate protection
agreements with various financial institutions to hedge a portion of our
interest rate risk related to the term loan borrowings under our credit
facility. These agreements include two interest rate collars with a term of
three years, a total notional amount of $200 million and a three month LIBOR
interest rate cap and floor of 7% and approximately 4.5%, respectively, and
four interest rate caps at a three month LIBOR interest rate of 7% with a total
notional amount of $376 million.

     We believe that our liquidity and capital resources including anticipated
cash flow from operations will be sufficient to meet debt service, capital
expenditure and other short-term and long-term obligations and needs, but we
are subject to unforeseeable events and the risk that we are not successful in
implementing our business strategies. We may extend the average maturities of
debt through the issuance of long-term debt securities to the extent market
conditions permit us to increase our financial flexibility and ability to
pursue our business strategies.


MARKET TRENDS

     Our sales for use in the OEM segments of the automotive industry accounted
for approximately 32% of our annual 2001 net sales. The automotive industry is
highly cyclical, is dependent on consumer spending, interest rates and consumer
confidence and is subject to, among other things, general economic conditions
and the impact of international trade. There are signs that the economy is
generally improving; however, there can be no assurance that sales of these
vehicles will not decline or that pricing pressure from customers or
competitors will not have an impact on future performance.


FORWARD-LOOKING STATEMENTS

     This discussion and other sections of this report contain statements
reflecting the Company's views about its future performance and constitute
"forward-looking statements." These views involve risks and uncertainties that
are difficult to predict and may cause the Company's actual results to differ
significantly from the results discussed in such forward-looking statements.
Readers should consider that various factors may affect our ability to attain
the projected performance, including:

     o  Leverage; Ability to Service Debt -- We may not be able to manage our
        business as we might otherwise do so due to our high degree of leverage.

     o  Liquidity and Capital Resources -- If we are unable to raise junior
        capital, our liquidity and business strategies will be adversely
        impacted.

     o  Challenges of Acquisition Strategy -- We may not be able to identify
        attractive acquisition candidates, successfully integrate our acquired
        operations or realize the intended benefits of our acquisitions.

     o  Substantial Capital Expenditure Requirements -- If we are unable to meet
        future capital requirements, our business will be adversely affected.

     o  Substantial Restrictions and Covenants -- Restrictions in our credit
        facility limit our ability to take certain actions.


                                       14
<PAGE>

     o  Dependence on Automotive Industry and Industry Cyclicality -- The
        industries in which we operate are dependent upon the economy and are
        cyclical.

     o  Dependence on Third-Party Suppliers and Manufacturers -- Increases in
        raw material and energy costs and a loss of a substantial number of our
        suppliers could affect our financial health.

     o  Changing Technology -- Our products are subject to changing technology,
        which could place us at a competitive disadvantage relative to
        alternative products introduced by our competitors.

     o  Customer Concentration -- Our customer base includes significant
        concentration within the automotive industry and the loss of business
        from a major customer or a change in auto consumer preferences or
        regulations could materially affect us.

     o  Our Industries are Highly Competitive -- Recent trends among our
        customers will increase competitive pressures in our businesses.

     o  Dependence on Key Personnel and Relationships -- We depend on the
        services of other key individuals and relationships, the loss of which
        would materially harm us.

     o  Labor Relations -- A portion of our workforce is unionized.

     o  Labor Stoppages Affecting OEMs -- Slowdowns, strikes or similar actions
        at our facilities or those of our principal customers could have a
        material adverse effect on our results of operations.

     o  International Sales -- A growing portion of our revenue may be derived
        from international sources, which presents separate uncertainty for us.

     o  Product Liability -- Our businesses expose us to product liability and
        warranty risks that could materially and adversely impact us.

     o  Outsourcing Trend -- Our strategy may not succeed if anticipated
        outsourcing fails to occur due to union considerations.

     o  Environmental Matters -- We have been and may be subject in the future
        to potential exposure to environmental liabilities.

     o  Government Regulation -- We may experience increased costs due to
        compliance with the Fastener Quality Act.

     o  Control by Principal Stockholder -- We are controlled by Heartland,
        whose interests in our business may be different than yours.

     o  Terms of Shareholders Agreement -- Provisions of the shareholders
        agreement impose significant operating and financial restrictions on our
        business.

     All statements, other than statements of historical fact included in this
quarterly report, regarding our strategy, future operations, financial
position, estimated revenues and losses, projected costs, prospects, plans and
objectives of management are forward-looking statements. When used in this
quarterly report, the words, "will," "believe," "anticipate," "intend,"
"estimate," "expect," "project" and similar expressions are intended to
identify forward-looking statements, although not all forward-looking
statements contain such identifying words. All forward-looking statements speak
only as of the date of this quarterly report. You should not place undue
reliance on these forward-looking statements. Although we believe that our
plans, intentions and expectations reflected in or suggested by the
forward-looking statements we make in this quarterly report are reasonable, we
can give no assurance that these plans, intentions or expectations will be
achieved. We undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET ABOUT RISK

     In the normal course of business, we are exposed to market risk associated
with fluctuations in foreign exchange rates. We are also subject to interest
risk as it relates to long-term debt. See footnote 6 for a discussion of
interest rate risk and the objectives and strategies used to manage these
risks.


                                       15
<PAGE>

                          PART II. OTHER INFORMATION
                             METALDYNE CORPORATION


Items 1, 2, 3, 4 and 5 are not applicable.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


        (a)   Exhibits:


              Exhibit 12   Computation of Ratio of Earnings to Combined Fixed
                           Charges and Preferred Stock Dividends


        (b)   Reports on Form 8-K:


              None.


                                       16
<PAGE>

                                   SIGNATURE

     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 thereunto duly authorized.


                                        METALDYNE CORPORATION
                                        --------------------------------------
                                        (Registrant)



                                        By: /s/ William M. Lowe, Jr.
DATE: May 15, 2002                      --------------------------------------
                                            William M. Lowe, Jr.
                                            Executive Vice President and
                                            Chief Financial Officer
                                            Chief Accounting Officer and
                                            Authorized Signatory


                                       17
<PAGE>


                              METALDYNE CORPORATION

                                  EXHIBIT INDEX



EXHIBIT


Exhibit 12     Computation of Ratio of Earnings to COmbined Fixed and Preferred
               Stock Dividends



                                       18