<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 JUNE 30, 2001
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) OF 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.

                                                  SHARES OUTSTANDING AT
               CLASS                                   JULY 31, 2001
               -----                                   -------------

COMMON STOCK, PAR VALUE $1 PER SHARE                     45,498,410


<PAGE>

                              METALDYNE CORPORATION

                                      INDEX

                                                                        PAGE NO.
                                                                        --------

Part I.  Financial Information

  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheet -
              June 30, 2001 and December 31, 2000                           1

           Consolidated Condensed Statements of Operations
              for the Three and Six Months Ended
              June 30, 2001 and 2000                                        2

           Consolidated Condensed Statement of
              Cash Flows for the Six Months
              Ended June 30, 2001 and 2000                                  3

           Notes to Consolidated Condensed Financial
              Statements                                                   4-10

  Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                                  11-16

Part II. Other Information and Signature                                  17-18


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.                       FINANCIAL STATEMENTS

                              METALDYNE CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEET
                       JUNE 30, 2001 AND DECEMBER 31, 2000
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                JUNE 30,       DECEMBER 31,
    ASSETS                                       2001              2000
    ------                                    ----------       ------------
<S>                                           <C>              <C>
Current assets:
    Cash and cash investments                 $   15,420       $   26,320
    Receivables                                  166,980          121,160
    Inventories                                  178,960          199,490
    Deferred and refundable income taxes          24,460           38,010
    Prepaid expenses and other assets             36,460           48,540
                                              ----------       ----------
          Total current assets                   422,280          433,520

Equity and other investments in affiliates        26,740           27,760
Property and equipment, net                      888,190          901,300
Excess of cost over net assets of acquired
  companies                                      998,440          906,990
Notes receivable and other assets                107,160           93,920
                                              -----------      ----------
          Total assets                        $2,442,810       $2,363,490
                                              ==========       ==========

    LIABILITIES
Current liabilities:
    Accounts payable                          $  201,390       $  155,020
    Accrued liabilities                          116,470          146,640
    Current maturities, long-term debt            44,860           46,350
                                              ----------       ----------
          Total current liabilities              362,720          348,010

Subordinated debentures                          305,000          305,000
Other long-term debt                           1,175,130        1,180,940
Deferred income taxes                            125,170          124,680
Other long-term liabilities                      112,190          108,920
                                              ----------       ----------
          Total liabilities                    2,080,210        2,067,550
                                              ----------       ----------

Redeemable preferred stock, 545,154 shares
  Outstanding                                     52,700           33,370
Redeemable restricted common stock                44,720           43,420
Less:  Restricted stock awards                   (28,190)       _ (33,820)
                                              ----------       - --------
          Total redeemable stock                  69,230           42,970
                                              ----------       ----------

    SHAREHOLDERS' EQUITY
Preferred stock (non-redeemable), $1 par:
  Authorized:  25 million;
  Outstanding:  None                               ---              ---
Common stock, $1 par:
  Authorized:  250 million;
  Outstanding:  42.8 million and 38.7 million     42,840           38,670
Paid-in capital                                   61,510            ---
Retained earnings                                246,670          254,690
Accumulated other comprehensive loss             (57,650)         (40,390)
                                              ----------       ----------
          Total shareholders' equity             293,370          252,970
                                              ----------       ----------
          Total liabilities, redeemable
            stock and shareholders' equity    $2,442,810       $2,363,490
                                              ==========       ==========
</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 AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED           SIX MONTHS ENDED
                                   ---------------------      ---------------------
                                          JUNE 30                     JUNE 30
                                   ---------------------      ---------------------
                                      2001        2000           2001        2000
                                   ---------   ---------      ---------   ---------
<S>                                <C>         <C>           <C>          <C>
Net sales                          $ 572,780   $ 442,310     $1,128,910   $ 901,710
Cost of sales                       (453,770)   (328,230)      (899,620)   (668,230)
                                   ----------  ---------      ----------  ---------

     Gross profit                    119,010     114,080        229,290     233,480

Selling, general and
  administrative expenses            (66,920)    (56,990)      (136,460)   (113,160)
Charge on disposition of business     (6,020)      ---           (6,020)      ---
                                   ---------   ---------      ----------  ----------
     Operating profit                 46,070      57,090         86,810     120,320
                                   ---------   ---------      ---------   ---------

Other income (expense), net:
   Interest expense                  (33,260)    (21,970)       (71,660)    (43,780)
   Other, net                        (10,900)      8,130        (17,880)      9,390
                                   ----------  ---------      ----------  ---------
                                     (44,160)    (13,840)       (89,540)    (34,390)
                                   ----------  ---------      ----------  ---------

Income (loss) before income taxes      1,910      43,250         (2,730)     85,930
Income taxes                           2,510      17,070          2,950      33,930
                                   ---------   ---------      ---------   ---------

Net income(loss)                        (600)     26,180         (5,680)     52,000
Preferred stock dividends              1,170       ---            2,340       ---
                                   ---------   ---------      ---------   ---------
Earnings (loss) attributable to
  common stock                     $  (1,770)   $  26,180      $  (8,020)  $  52,000
                                   =========   =========      ==========  =========

Basic earnings (loss) per share        $(.04)      $ .64          $(.19)      $1.27
                                       =====       =====          =====       =====
Diluted earnings (loss) per share      $(.04)      $ .51          $(.19)      $1.02
                                       =====       =====          =====       =====

Cash dividends declared per share      $ --        $ .08          $ --        $ .16
                                       =====       =====          =====       =====

Cash dividends paid per share          $ --        $ .08          $ --        $ .16
                                       =====       =====          =====       =====
</TABLE>

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

                                       2
<PAGE>


                              METALDYNE CORPORATION
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED
                                                                  JUNE 30
                                                          ----------------------
                                                             2001         2000
                                                          ---------    ---------
<S>                                                       <C>          <C>
CASH FROM (USED FOR):
    OPERATIONS:
        Net cash from earnings                            $  74,210    $ 103,860
        Change in operating assets and liabilities, net      45,110       51,180
    Other, net                                               (2,670)      (3,160)
                                                          ---------    ---------
           Net cash from operating activities               116,650      151,880
                                                          ---------    ---------

    FINANCING:
        Payment of debt                                     (76,780)    (133,950)
        Increase in debt                                     69,490       40,460
        Payment of stock dividends                           (1,610)      (7,110)
        Proceeds from interest rate swap settlement            --         15,820
        Other, net                                             (400)      (5,030)
                                                          ---------    ---------
           Net cash (used for) financing
              activities                                     (9,300)     (89,810)
                                                          ---------    ---------

    INVESTMENTS:
        Proceeds from sale and sale/leaseback
           of fixed assets                                   36,440         --
        Capital expenditures                                (64,790)     (53,970)
        Cash received from sale of businesses, net             --          3,200
        Acquisition of businesses, net of
          cash acquired                                     (83,320)     (21,090)
        Other, net                                           (6,580)       8,140
                                                          ---------    ---------
           Net cash (used for) investing
              activities                                   (118,250)     (63,720)
                                                          ---------    ---------

CASH AND CASH INVESTMENTS:
    (Decrease) for the six months                           (10,900)      (1,650)
    At January 1                                             26,320        4,490
                                                          ---------    ---------
    At June 30                                            $  15,420    $   2,840
                                                          =========    =========

SUPPLEMENTAL CASH FLOW INFORMATION:
    Net cash paid during the period for:
         Interest                                         $  72,710    $  39,930
                                                          =========    =========
         Income taxes                                     $  (9,750)   $  (3,910)
                                                          =========    =========
</TABLE>

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

                                       3
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   Metaldyne Corporation (the "Company" or "Metaldyne") is a leading global
     diversified industrial manufacturer of highly engineered products for the
     transportation, industrial and consumer markets. We operate through two
     business groups - Metal Forming, which accounts for approximately
     two-thirds of our sales, and Diversified Industrial Products, which
     accounts for the remaining one-third of our sales. Products include metal
     formed and precision-engineered components and modular systems used in
     vehicle engine, chassis and steering components, transmission and
     drivetrain applications, specialty fasteners, towing systems, packaging and
     sealing products and other industrial products. The Company serves a broad
     range of over 150 automotive and industrial customers.

     In the opinion of the Company, the accompanying unaudited consolidated
     condensed financial statements contain all adjustments, which are normal
     and recurring in nature, necessary to present fairly its financial position
     as at June 30, 2001 and the results of operations for the three and six
     months ended June 30, 2001 and 2000 and cash flows for the six months ended
     June 30, 2001 and 2000. Certain amounts for the period ended June 30, 2000
     have been reclassified to conform to the presentation adopted in 2001. The
     results of operations for the three and six month periods ended June 30,
     2001 are not necessarily indicative of the results for the full year.

2.   On June 22, 2001, the Company purchased from its controlling shareholder,
     Heartland Industrial Partners ("Heartland"), Global Metal Technologies,
     Inc. ("GMTI"). GMTI is a fully integrated technology leader in aluminum
     die-casting with leading market positions in transmission, engine, chassis
     and steering components. In exchange for all of the shares held by
     Heartland in GMTI, the Company issued common shares valued at approximately
     $45.4 million, which was equal to Heartland's investment in GMTI on the
     date of transfer. Also as part of the transaction the Company issued common
     shares valued at $20 million and $18.5 million of redeemable Class B
     preferred stock in exchange for interests in GMTI held by its former
     shareholders. The redeemable Class B preferred shares issued are
     mandatorily redeemable on June 15, 2013. The series B preferred
     stockholders are entitled to receive, when, as and if declared by the
     Company's Board of Directors, cumulative semi-annual cash dividends at a
     rate of 11.5 percent per annum. In addition to securities issued, Metaldyne
     paid approximately $83 million, net of cash acquired, for the acquisition
     of GMTI. This acquisition was financed through a combination of borrowings
     under the Company's Term Loan C facility, revolving credit facility and
     proceeds from the sale of accounts receivable pursuant to the accounts
     receivable facility.

     GMTI was originally acquired by the Company's controlling shareholder,
     Heartland, on January 4, 2001 for a cash purchase price of $25 million,
     plus debt assumed. This transaction resulted in approximately $100 million
     of goodwill, which is being amortized over a period of 40 years. The
     purchase price allocations are preliminary, and as such are estimates. Such
     allocations could change upon the completion of asset valuations, which are
     on-going as of the date of this filing. Our June 22, 2001 acquisition of
     GMTI has been accounted for in a manner similar to a pooling of interests
     since these businesses were under common control. Our results of operations
     for 2001 have been adjusted to include GMTI from January 4, 2001 forward.
     The impact on previously reported amounts for the first quarter include
     sales of approximately $50 million and a loss before taxes of approximately
     $5 million.

                                       4
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

3.   In June 1998, the Financial Accounting Standards Board ("FASB") issued the
     Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
     "Accounting for Derivative Instruments and Hedging Activities." SFAS 133
     requires that all derivatives be recognized as either assets or liabilities
     in the consolidated balance sheet and be measured at fair value, and
     changes in the fair value be recorded in earnings, unless they are
     designated as hedges of an underlying transaction. The Company adopted this
     standard, as amended by SFAS 137 and 138, effective January 1, 2001. The
     adoption of this standard did not have a material impact on the financial
     position or results of operations of the Company.

     During the first quarter of 2001, the Company entered into interest rate
     protection agreements with various financial institutions to hedge a
     portion of its interest rate risk related to its 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 an
     interest rate cap and floor of 7% and approximately 4.5%,respectively, and
     three interest rate caps at 7% with a total notional amount of $376
     million. The agreements have been designated as cash flow hedging
     instruments and the effect of marking these contracts to fair value has
     been recorded in other comprehensive income as presented in Note 10. It is
     the policy of the Company not to enter into derivative instruments for
     speculative purposes.

4.   In September 2000, the FASB issued the Statement of Financial Accounting
     Standards No. 140 ("SFAS 140"), "Accounting for Transfers and Servicing of
     Financial Assets and Extinguishment of Liabilities - a replacement of FASB
     Statement No. 125." The new standard carries forward some of the provisions
     of SFAS 125, but modifies the method of accounting for securitizations and
     other transfers of financial assets and collateral, in addition to
     requiring additional disclosures. SFAS 140 is effective for reporting
     periods after March 31, 2001, with the exception of certain collateral and
     disclosure provisions, which are effective for fiscal years ending after
     December 15, 2000. The Company adopted SFAS 140 at December 31, 2000. The
     adoption of SFAS 140 did not have a material impact on the financial
     position or results of operations of the Company.

     In 2000, the Company 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 amounting to a total of $
     5.8 million in 2001 and is included in other expense in the income
     statement. At June 30, 2001, a total of approximately $195 million of
     receivables were sold and the Company retained a subordinated interest of
     approximately $59 million, which was included in the receivables balance.
     The proceeds from the sale of accounts receivable, net for the six months
     ended June 30, 2001 was $44.7 million. The retained subordinated interest
     is discounted at a rate that approximates fair value given the short-term
     nature of the receivables balance.

                                       5
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

5.   As a result of the recapitalization in November 2000, the acquisition of
     Simpson Industries in December 2000 and the creation of a new executive
     management team and Board of Directors, the Company developed and
     implemented in 2001 a new operating and internal reporting structure.
     During the second quarter of 2001, the Company acquired GMTI and realigned
     its operating and internal reporting structure. Accordingly, the segment
     information for the prior year and 2001 has been restated to conform to the
     current structure.

     The Company has defined a segment as a component, with business activity
     resulting in revenue and expense, which 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 - Metal Forming and Diversified Industrial
     Products.

     The Metal Forming Group consists of one operating segment which
     manufactures a broad range of engineered metal products used primarily in
     automotive applications that combines capabilities in engineering, design,
     machining and assembly. The Metal Forming Group's sales are primarily to
     light vehicle OEMs and component assemblers. The Metal Forming 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.

     Our Diversified Industrial Products Group is comprised of three operating
     segments:

     TRANSPORTATION ACCESSORIES: Manufactures towing and related accessories.
     The towing and accessories products include trailer hitches, hitch mounted
     accessories, jacks, couplers and winches, roof racks and related electrical
     products.

     SPECIALTY FASTENERS: Manufactures standard and custom-designed ferrous,
     nonferrous and special alloy fasteners for the building construction, farm
     implement, medium-and heavy-duty truck, appliance, aerospace, electronics
     and other industries. Specialty fasteners are sold through our own sales
     personnel and independent sales representatives to both distributors and
     manufacturers in these industries.

     INDUSTRIAL PRODUCTS: Manufactures closures and dispensing products,
     gaskets, insulation products, compressed gas cylinders and precision
     cutting tools for a wide variety of customers in the chemical, refining,
     container, construction and other industries.

                                       6
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

Segment activity for the three and six months ended June 30, 2001 and 2000 are
as follows:

                                   Three Months Ended      Six Months Ended
                                         June 30                June 30
                                   -------------------    -------------------
                                     2001       2000        2001       2000
                                   --------   --------    --------   --------
SALES
-----

Metal Forming Group                $377,730   $221,250    $734,900   $457,510
                                   --------   --------    --------   --------
Transportation Accessories           77,150     84,420     148,420    164,930
Industrial Products                  79,750     84,230     166,120    171,350
Specialty Fasteners                  38,150     52,410      79,470    107,920
                                   --------   --------    --------   --------
  Diversified Industrial Group      195,050    221,060     394,010    444,200
                                   --------   --------    --------   --------
        Total                      $572,780   $442,310  $1,128,910   $901,710
                                   ========   ========  ==========   ========

EBITDA
------

Metal Forming Group               $  65,560   $ 39,680    $114,840   $ 85,400
                                  ---------   --------    --------   --------
Transportation Accessories           14,380     17,230      26,700     33,530
Industrial Products                  14,840     17,620      32,780     37,910
Specialty Fasteners                   4,360      9,290       9,230     18,440
                                   --------   ---------   --------   --------
  Diversified Industrial Group       33,580     44,140      68,710     89,880
                                   --------   --------    --------   --------
        Total                      $ 99,140   $ 83,820    $183,550   $175,280
                                   ========   ========    ========   ========

OPERATING PROFIT
----------------

Total EBITDA for reportable
  segments                         $ 99,140   $ 83,820    $183,550   $175,280
Depreciation and amortization in
  operating profit                  (32,560)   (22,070)    (65,390)   (43,970)
Charge on disposition of business    (6,020)      ---       (6,020)      ---
Other adjustments                   (14,490)    (4,660)    (25,330)   (10,990)
                                   ---------  --------     -------    -------
        Total operating profit     $ 46,070   $ 57,090    $ 86,810   $120,320
                                   ========   ========    ========   ========

OTHER ADJUSTMENTS
-----------------

Other adjustments are general corporate costs and costs and expenses not
allocated to segments for internal reporting purposes. In 2001, these include
non-recurring costs associated with the integration of an acquisition and
approximately $9.3 million of costs in respect of newly acquired Machining and
Assembly operations which are not allocated to the specific segment for internal
reporting purposes.

                                       7
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

6.   The following are reconciliations of the numerators and denominators used
     in the computations of basic and diluted earnings (loss) per share:

                                     Three Months Ended     Six Months Ended
                                          June 30               June 30
                                    -------------------   -------------------
                                      2001       2000       2001       2000
                                    --------   --------   --------   --------
Weighted average number of
  shares outstanding                  42,840     41,000     42,840    41,000
                                    ========   ========   ========  ========

Net income(loss)                    $   (600)  $ 26,180   $ (5,680) $ 52,000
Less:  Preferred stock dividends       1,170      ---        2,340      ---
                                    --------   --------   --------   --------

  Earnings (loss) used for basic
    earnings per share computation  $ (1,770)  $ 26,180   $ (8,020) $ 52,000
                                    ========   ========   ========  ========

Basic earnings (loss) per share     $   (.04)  $    .64   $   (.19) $   1.27
                                    ========   ========   ========  ========

Total shares used for basic earnings
  per share computation               42,840     41,000     42,840     41,000
Dilutive securities:
  Stock options                         ---         340       ---         360
  Convertible debentures                ---       9,840       ---       9,840
  Contingently issuable shares          ---       4,580       ---       4,550
                                    --------   --------   --------   --------
  Total shares used for diluted
    earnings per share computation    42,840     55,760     42,840     55,750
                                    ========   ========   ========   ========

Earnings (loss) used for basic
  earnings per share computation    $ (1,770)  $ 26,180   $ (8,020)  $ 52,000
Add back of debenture interest          ---       2,340       ---       4,680
                                    --------   --------   --------   --------
  Earnings (loss)used for diluted
    earnings per share computation  $ (1,770)  $ 28,520   $ (8,020)  $ 56,680
                                    =========  ========   =========  ========

Diluted earnings (loss) per share   $   (.04)  $    .51   $   (.19)  $   1.02
                                    ========   ========   ========   ========

         Diluted earnings per share reflect the potential dilution that would
         occur if securities or other contracts to issue common stock were
         converted or exercised into common stock.

         Contingently issuable shares, approximately 2.6 million restricted
         common stock, did not have a dilutive effect on earnings per share at
         June 30, 2001.

7.   In December 2000, the Company acquired Simpson Industries, Inc. The
     acquisition was accounted for as a purchase with excess purchase price over
     the estimated fair value of net assets acquired of approximately $150
     million amortized over 40 years. The purchase price allocations are
     preliminary, and as such are estimates. Such allocations could change upon
     the completion of asset valuations, which are on-going as of the date of
     this filing.

                                       8
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONCLUDED)

     In June 2001 the Company acquired GMTI which has been accounted for in a
     manner similar to a pooling of interest since it was acquired from
     Heartland Industrial Partners, the Company's controlling shareholder and
     the controlling shareholder of GMTI.

     The following pro forma results of operations reflect these transactions as
     if they had occurred on January 1, 2000. The pro forma data does not
     purport to be indicative of the results that would actually have been
     reported if the transaction had occurred on such date (unaudited, in
     thousands).

                              Three Months Ended          Six Months Ended
                                 June 30, 2000              June 30, 2000
                              ------------------          ----------------
         Net sales                    $641,550                 $1,306,200
         Operating profit             $ 71,650                 $  149,480
         Net income                   $ 29,320                 $   58,160


8.   Inventories by component are as follows (in thousands):

                                                June 30,      December 31,
                                                  2001           2000
                                                --------       --------
          Finished goods                        $ 72,980       $ 90,790
          Work in process                         49,230         46,390
          Raw materials                           56,750         62,310
                                                --------       --------
                                                $178,960       $199,490
                                                ========       ========

9.   Property and equipment, net reflects accumulated depreciation of $398
     million and $367 million as at June 30, 2001 and December 31, 2000,
     respectively.

10.  The Company's total comprehensive income for the period was as follows (in
     thousands):

                                      Three Months Ended     Six Months Ended
                                            June 30               June 30
                                      ------------------    -------------------
                                       2001       2000        2001       2000
                                      -------    -------    --------   --------
        Net income(loss)              $  (600)   $26,180    $ (5,680)  $ 52,000
        Other comprehensive loss       (3,780)    (3,740)    (17,260)    (8,260)
                                      -------    -------    --------   --------

          Total comprehensive
            (loss) income              $(4,380)   $22,440    $(22,940)  $ 43,740
                                      =======    =======    ========   ========

     The majority of other comprehensive loss relates to foreign currency
     translation.

                                       9
<PAGE>


                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

11.  In June 2001, the Financial Accounting Standards Board approved Statements
     of Financial Accounting Standards No. 141 "Business Combinations" ("SFAS
     141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142") which
     are effective July 1, 2001 and January 1, 2002, respectively, for the
     Company. SFAS 141 requires that the purchase method of accounting be used
     for all business combinations initiated after June 30, 2001. Under SFAS
     142, amortization of goodwill, including goodwill recorded in past business
     combinations, will discontinue upon adoption of this standard. In addition,
     goodwill recorded as a result of business combinations completed during the
     six-month period ending December 31, 2001 will not be amortized. All
     goodwill and intangible assets will be tested for impairment in accordance
     with the provisions of the Statement. The Company is currently reviewing
     the provision of SFAS 141 and 142 and assessing the impact of adoption.

12.  The Company announced the closure of its heat treating facility in the
     second quarter 2001 resulting in a pre-tax charge of approximately $6
     million principally related to the impairment of long-lived assets and
     severance costs. Accrued costs for severance related to the
     recapitalization of the Company at January 1,2001 were approximately $13
     million. Payments and adjustments to accrued estimates approximated $3
     million and the ending accrual was approximately $10 million.





                                       10
<PAGE>

                              METALDYNE CORPORATION

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

RESULTS OF OPERATIONS

     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 ability.

     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.

     On June 22, 2001 we completed the acquisition of Global Metal Technologies,
Inc. ("GMTI"). GMTI is a fully integrated technology leader in aluminum
die-casting with leading market positions in transmission, engine, chassis and
steering components and is also the largest independent thin walled casting
company in North America. The acquisition of GMTI has been accounted for in a
manner similar to a pooling of interests since it was acquired from Heartland
Industrial Partners, our controlling shareholder and the controlling shareholder
of GMTI. The results of operations for 2001 include GMTI from January 4, 2001.
Prior years have not been restated.

     The combination with Machining and Assembly and the anticipated acquisition
of GMTI has resulted in a number of corporate initiatives aimed at integrating
the combined entity around a new strategic direction. The activities include
combining operating entities in both the Specialty Fastener and Transportation
Accessories segments, closure of non-core operations and staffing reductions.
Additionally, we have undertaken several projects aimed at integrating the three
companies financial and information technology systems. These actions while
expected to offer future benefits, resulted in one-time costs of approximately
$8 million in the second quarter of 2001 including approximately $6 million
related to a facility closure.

QUARTER ENDED JUNE 30, 2001 COMPARED WITH QUARTER ENDED JUNE 30, 2000

     Metaldyne sales for the second quarter of 2001 increased 29.6 percent to
approximately $573 million as compared with approximately $442 million for the
same period last year. This increase was due to our acquisition of Simpson
Industries (referred to as "Machining and Assembly") in December 2000 and the
aforementioned acquisition of GMTI. These two acquisitions accounted for $173
million of sales in the second quarter. The increase was partially offset by a
sales decline of approximately $17 million related to our Metal Formed Products,
which was principally the result of lower levels of domestic vehicle production
and the mix of light truck versus passenger car production. In addition, the
Transportation Accessories, Specialty Fastener and Industrial Products segments
experienced a sales decline of approximately $26 million related to softness in
their respective markets.

                                       11
<PAGE>

                              METALDYNE CORPORATION

ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

     Gross profit increased to approximately $119 million for the quarter ended
June 30, 2001 as compared to $114 million for the quarter ended June 30, 2000.
This increase was the result of the acquisition of Machining and Assembly and
GMTI which contributed approximately $23 million of gross profit offset by an
approximate decrease of $18 million related to Metal Forming, Transportation
Accessories, Specialty Fasteners and Industrial Products segments. The gross
profit margin decreased from 25.8% in the year ago quarter to 20.8% in the
quarter ended June 30, 2001. This decrease was partially caused by the inclusion
of GMTI and Machining and Assembly, which had lower margins as a percent of 2001
sales than the margins of Metaldyne in the year ago quarter. In addition, the
decrease in sales volume in most of the Company's businesses resulted in a
larger percentage impact on margins (gross margin, operating margin and EBITDA
margin), as a result of fixed costs not decreasing proportionately with sales.
This effect is referred to below as the contribution margin effect.

     EBITDA for our Metal Forming Group segment was approximately $66 million in
second quarter 2001 as compared to approximately $40 million in 2000. The change
is the result of an approximate $25 million increase in segment EBITDA from the
Machining and Assembly and GMTI acquisitions.

     The Transportation Accessories segment experienced a 17 percent decline in
EBITDA from the comparable quarter in 2000 as a result of an 8.6 percent decline
in sales. The decrease in EBITDA approximated the contribution margin effect of
the sales decline, as the Transportation Accessories segment has a higher
contribution margin than the Metal Forming Group segment.

     EBITDA for the Specialty Fasteners segment was approximately $4 million in
the second quarter 2001 as compared to approximately $9 million in 2000. This
decrease is the result of the $14 million reduction in sales, and costs and
expenses, of approximately $1 million, associated with corporate initiatives to
streamline operations.

     EBITDA for the Industrial Products segment declined by 16 percent to
approximately $15 million in the second quarter of 2001 as compared to
approximately $18 million in second quarter 2000. This decrease in EBITDA is a
result of the $4 million sales decline and a change in product mix as compared
with the prior year.

     Selling, general and administrative costs as a percent of sales was 11.7
percent in the second quarter 2001 as compared with 12.9 percent in the same
period last year. The decline in selling, general and administrative costs as a
percent of sales was impacted by the acquisition of Machining and Assembly and
GMTI which have lower selling, general and administrative costs as a percent of
sales than the Company.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2000

     Metaldyne sales for the six months ended June 30, 2001 increased 25.2
percent to $1.13 billion as compared with $902 million in 2000. This increase
was due to our acquisition of Machining and Assembly and GMTI which accounted
for approximately $334 million of sales in the first six months of 2001. This
increase was partially offset by a sales decline of $57 million related to our
Metal Forming Group, which was principally the result of lower levels of
domestic vehicle production and the mix of light-truck versus passenger car
production. In addition, the Transportation Accessories, Specialty Fasteners and
Industrial Products segments experienced a sales decline of approximately $50
million including approximately $7 million related to a plant closure in 2000 in
the Specialty Fasteners segment.


                                       12
<PAGE>

                              METALDYNE CORPORATION

ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

     Gross profit decreased to $229 million for the six months ended June 30,
2001 as compared with $233 million for the comparable period in 2000. The
acquisition of Machining and Assembly and GMTI contributed approximately $37
million which was offset by an approximate $15 million decline in gross profit
related to Metal Forming. In addition, Transportation Accessories, Specialty
Fasteners and Industrial Products had an approximate combined $24 million
decline in gross profit related to softness in their respective markets. The
gross profit margin decreased from 25.9% in the six months ended June 30, 2000
to 20.3% in the six months ended June 30, 2001. This decrease was partially
caused by the inclusion of Machining and Assembly and GMTI, which have lower
margins as a percent of 2001 sales than the margins of Metaldyne one year ago.
In addition, the decrease in sales volume in most of the Company's businesses
resulted in a larger percentage impact on margins.

     EBITDA for our Metal Forming Group segment was approximately $115 for the
six months ended June 30, 2001 as compared to approximately $85 million in 2000.
The change is comprised of an approximate $42 million increase in segment EBITDA
from the Machining and Assembly and GMTI acquisitions and an approximate $12
million decline principally as a result of the $57 million decline in sales
noted above. The EBITDA decline approximated the contribution margin effect of
the sales decline.

     The Transportation Accessories segment experienced a 20 percent decline in
EBITDA from the comparable six month period in 2000 as a result of the $17
million sales decline. The decrease in EBITDA approximated the contribution
margin effect of the sales decline, as the Transportation Accessories segment
has a higher contribution margin than the Metal Forming Group segment.

     EBITDA for the Specialty Fasteners segment was approximately $9 million for
the six months ended June 30, 2001 compared to $18 million for the same six
month period in 2000. This decrease is the result of the $28 million reduction
in sales and approximates the contribution margin effect of the sales decline
and costs and expenses associated with corporate initiatives to streamline
operations.

     EBITDA for the Industrial Products segment declined by 14 percent to
approximately $33 million for the six months ended June 30, 2001 compared with
2000. This decrease in EBITDA is a result of the sales decline in this segment
and a change in product mix as compared to prior year.

     Selling, general and administrative costs as a percent of sales was 12.1%
for the six months ended June 30, 2001 as compared with 12.6 percent for the six
months ended June 30, 2000. The decline in selling, general and administrative
costs as a percent of sales was impacted by the acquisition of Machining and
Assembly and GMTI which have lower selling, general and administrative costs as
a percent of sales than the Company.

     For the quarter and for the six months ended June 30, 2001 interest expense
was $33 million and $72 million, respectively. Interest expense for the
comparable quarter and six months in 2000 was approximately $22 million and $44
million, respectively. The increase in interest expense is the result of debt
incurred to finance the recapitalization of the Company in November 2000 and the
acquisition of Machining and Assembly and GMTI. The debt also carries increased
interest rates under our credit facilities.

     Other expense for the quarter and six months ended June 30, 2001 was
approximately $11 million and $18 million respectively as compared to other
income of approximately $8 million and $9 million, respectively for the
comparable period in 2000. The change was principally the result of expenses in
connection with the receivables securitization and the elimination of equity
income from affiliates due to the sale of all our equity affiliates, except one,
in connection with the recapitalization and higher amortization of deferred
financing expense.


                                       13
<PAGE>

                              METALDYNE CORPORATION

ITEM 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

     The provision for income taxes in the second quarter was $2.5 million as
compared to $17.1 million for the quarter ended June 30, 2000. The provision for
the six months ended June 30, 2001 is $3.0 million as compared to $33.9 million
for the comparable period in 2000. The June 30, 2001 provision was computed
under the discrete method of accounting due to the variance between the second
quarter earnings and the projected earnings for the year. The tax provision in
both periods reflects the impact of non-deductible goodwill from acquisitions,
with the impact of this item more pronounced in the current year due to the
lower level of pre-tax income. The expense is also impacted by foreign
operations which contribute a higher proportion of pre-tax income in the current
year than in 2000 which is taxed at higher rates than the U.S. Statutory rates.

LIQUIDITY AND FINANCIAL CONDITION

     Cash provided by operating activities for the first six months of 2001 was
$117 million as compared with $152 million in 2000. Capital expenditures were
$65 million for the first six months of 2001 as compared with $54 million in
2000.

     The reduction in net income for the six months ended June 30, 2001 was the
principal reason for the reduction in net cash from earnings in 2001 compared to
the prior year. Receivables increased more in 2001 than in the comparable period
of 2000, principally as the result of the inclusion of Machining and Assembly
and GMTI sales in the current quarter. This increase was partially offset by the
sale of additional receivables pursuant to a receivables securitization program
in 2001. Prepaid expenses and accrued liabilities were each impacted by the
payment of approximately $14 million in 2001 relating to options cancelled as
part of the recapitalization in which the required cash was escrowed and
included in prepaid assets at December 31, 2000, and the corresponding liability
included in accrued liabilities. Cash flow also benefited from the collection of
approximately $15 million of tax refunds in the first six months of 2001
compared to approximately $10 million of tax refunds in the comparable period
ended June 30, 2000. Capital expenditures increased $11 million compared to
2000, principally due to the inclusion of capital expenditures of the Machining
and Assembly and GMTI operations. The Company achieved a net reduction in debt
from March 31, 2001 of approximately $31 million net of $58 million in
borrowings related to GMTI acquisition.

     As a result of the recapitalization and the Machining and Assembly and GMTI
acquisitions, we are highly leveraged and we have significantly increased our
interest expense relative to historical levels. We will need to dedicate
significant portions of cash flow to debt service obligations. In addition, we
expect that capital expenditure requirements in calendar year 2001 will be
approximately $133 million. We may incur material amounts of additional debt and
further burden cash flow in pursuit of acquisition strategies. Capital
expenditures in calendar year 2000 were approximately $107 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 will also seek to 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.


                                       14
<PAGE>

                              METALDYNE CORPORATION

ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONTINUED)

MARKET TRENDS

     Our sales for use in the OEM segments of the automotive industry accounted
for approximately one-half of our annual 2000 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 of increasing
weakness in the economy generally. In addition, recently reported results from
North American automotive manufacturers reflect weakness in demand for their
products which may continue throughout 2001 and beyond. In addition, a portion
of net sales are derived from sales of our products manufactured for SUV's and
light trucks, which have recently reversed their positive sales trends of the
past several years. There can be no assurance that sales of these vehicles will
not continue to 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.

     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 - The loss of a
         substantial number of our suppliers could affect our financial health.

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


                                       15
<PAGE>

                              METALDYNE CORPORATION

ITEM 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONCLUDED)

     o   Dependence on Key Personnel and Relationships - We depend on the
         services of certain 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
         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 risks
         that could materially and adversely impact us.

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

     o   Government Regulation - Fastener Quality Act.

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

     o   Terms of Shareholders Agreement - Provisions of a 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. The Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.




                                       16
<PAGE>

                           PART II. OTHER INFORMATION
                              METALDYNE CORPORATION

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

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          The annual meeting of stockholders was held on May 2, 2001 at which
          the stockholders voted upon the election of thirteen nominees for
          Directors; approval of the Company's 2001 long term Equity Incentive
          Plan; approval of the Company's Executive Officers annual Value
          Creation Plan; and ratification of the selection of
          PricewaterhouseCoopers LLP as independent auditors for the Company for
          2001. The following is a tabulation of the votes.

          Election of Directors
          ---------------------
                                                    Against/
                                       For          Withheld    Non-Vote
            Gary M. Banks            22,385,640      17,505    18,935,079
            Marshall Cohen           22,385,640      17,505    18,935,079
            Lee M. Gardner           22,379,033      24,112    18,935,079
            Cynthia L. Hess          22,385,640      17,505    18,935,079
            Timothy D. Leuliette     22,385,640      17,505    18,935,079
            Perry J. Lewis           22,385,640      17,505    18,935,079
            J. Michael Losh          22,385,640      17,505    18,935,079
            Richard A. Manoogian     22,384,650      18,495    18,935,079
            David I. Margolis        22,385,640      17,505    18,935,079
            Thomas T. Stallkamp      22,385,640      17,505    18,935,079
            David A. Stockman        22,385,640      17,505    18,935,079
            Daniel P. Tredwell       22,385,640      17,505    18,935,079
            Samuel Valenti III       22,384,650      18,495    18,935,079


          Approval of the Company's 2001 Long Term Equity Incentive Plan
          --------------------------------------------------------------

                  For         Against      Abstentions        Non-Votes

              22,392,031        3,391         7,183           18,935,079


          Approval of the Company's Executive Officers annual Value Creation
          -------------------------------------------------------------------
          Plan
          ----

                  For         Against      Abstentions        Non-Votes

              22,359,433       36,061         7,651           18,935,079


          Approval of the appointment of PricewaterhouseCoopers LLP as
          ------------------------------------------------------------
          independent auditors of the Company for 2001
          --------------------------------------------

                  For         Against      Abstentions        Non-Votes

              22,378,255       19,373         5,517           18,935,079

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

          Exhibit 99.1   Incremental Term Loan Activation's Notice dated
                         December 15, 2000

          Exhibit 99.2   Incremental Term Loan Activation's Notice dated
                         June 21, 2001

          (B) REPORTS ON FORM 8-K:

              None.

                                       17
<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)

DATE:      AUGUST 14, 2001             BY:   /S/ WILLIAM M. LOWE, JR.
      ----------------------------          --------------------------
                                            William M. Lowe, Jr.
                                            Executive Vice President and
                                            Chief Financial Officer
                                            Chief Accounting Officer and
                                            Authorized Signatory






                                       18
<PAGE>

                              METALDYNE CORPORATION

                                  EXHIBIT INDEX

EXHIBIT
-------

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


Exhibit 99.1      Incremental Term Loan Activation's Notice dated
                     December 15, 2000

Exhibit 99.2      Incremental Term Loan Activation's Notice dated June 21, 2001







                                       19
<PAGE>


                                                                      EXHIBIT 12

                              METALDYNE CORPORATION
         COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
                            PREFERRED STOCK DIVIDENDS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                6 MONTHS
                                  ENDED            FOR THE YEARS ENDED DECEMBER 31
                                JUNE 30,  ------------------------------------------------
                                  2001      2000      1999      1998      1997      1996
                                --------  --------  --------  --------  --------  --------
<S>                             <C>       <C>       <C>       <C>       <C>       <C>
EARNINGS (LOSS) BEFORE INCOME
  TAXES AND FIXED CHARGES:

  Income (loss) from continuing
    operations before income
    taxes and cumulative
    effect of accounting
    change, net................ $ (2,730) $ 92,720  $139,470  $144,520  $190,290  $ 77,220

  Deduct equity in
    undistributed earnings
    of less-than-fifty
    percent owned companies....    1,020    (9,180)   (9,800)   (8,530)  (46,030)  (31,650)
  Add interest on
    indebtedness, net..........   71,920    91,730    83,470    83,620    36,650    30,350
  Add amortization of debt
    expense....................    3,600     5,030     2,740     3,250       900     1,490
  Estimated interest factor
    for rentals................    3,510     3,480     3,710     3,620     2,100     6,350
                                --------  --------   -------  --------  --------  --------
  Earnings before income
    taxes and fixed charges.... $ 77,320  $183,780  $219,590  $226,480  $183,910  $ 83,760
                                ========  ========  ========  ========  ========  ========

FIXED CHARGES:
  Interest on indebtedness,
    net........................ $ 71,850  $ 91,990  $ 83,760  $ 84,080  $ 36,770  $ 30,590
  Amortization of debt
    expense....................    3,600     5,030     2,740     3,250       900     1,490
  Estimated interest factor
    for rentals................    3,510     3,480     3,710     3,620     2,100     6,350
                                --------  --------  --------  --------  --------  --------
      Total fixed charges......   78,960   100,500    90,210    90,950    39,770    38,430
                                --------  --------  --------  --------  --------  --------
  Preferred stock dividend
    requirement (a)............    3,900       650     ---       ---      10,300    21,570
                                --------  --------  --------  --------  --------  --------
  Combined fixed charges and
    preferred stock dividends.. $ 82,860  $101,150  $ 90,210  $ 90,950  $ 50,070  $ 60,000
                                ========  ========  ========  ========  ========  ========

RATIO OF EARNINGS TO
  FIXED CHARGES................   ---(b)    1.8       2.4       2.5        4.6       2.2
                                  ===       ===       ===       ===        ===       ===
RATIO OF EARNINGS TO COMBINED
  FIXED CHARGES AND PREFERRED
  STOCK DIVIDENDS..............   ---(c)    1.8       2.4       2.5        3.7       1.4
                                  ===       ===       ===       ===        ===       ===
</TABLE>


(a)  Represents amount of income before provision for income taxes required to
     meet the preferred stock dividend requirements of the Company and its 50%
     owned companies.

(b)  First half 2001 results of operations are inadequate to cover fixed charges
     by $1,640.

(c)  First half 2001 results of operations are inadequate to cover combined
     fixed charges and preferred stock dividends by $5,540.