<PAGE>   1
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[X]     Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the fiscal year ended September 30, 1999, or

[ ]     Transition report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the transition period from _______ to ________.

COMMISSION FILE NO. 1-10459

                              GENEVA STEEL COMPANY
               (Exact name of Registrant as specified in charter)

                UTAH                                      93-0942346
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
  of incorporation or organization)

      10 SOUTH GENEVA ROAD
           VINEYARD, UTAH                                  84058
(Address of principal executive office)                  (Zip Code)

       Registrant's telephone number, including area code: (801) 227-9000

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

<TABLE>
<CAPTION>
                                                   Name of each exchange on
                Title of each class                     which registered
                -------------------                ------------------------
<S>                                                <C>
               CLASS A COMMON STOCK,                         NONE
                    NO PAR VALUE

                WARRANTS TO PURCHASE                        NONE
                CLASS A COMMON STOCK
</TABLE>

Securities registered pursuant to Section 12(g) of the Act: NONE

            Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

            Yes  [X]     No [ ]

            Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.

             [X]

            The aggregate market value of the Class A Common Stock held by
non-affiliates of the Registrant is not presently determinable because of the
Registrant's filing of a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in February 1999 and the subsequent suspension of
trading and delisting of its securities on the exchanges where the securities
were previously listed. As of November 30, 1999, the Registrant had 15,008,767
and 18,451,348 shares of Class A and Class B Common Stock, respectively,
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

            Parts of the Registrant's Annual Report to Shareholders for the
fiscal year ended September 30, 1999 are incorporated by reference in Parts II
and IV of this report.

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                                     PART I

ITEM 1.  BUSINESS.

BACKGROUND

            Geneva Steel Company (the "Company" or "Geneva") owns and operates
the only integrated steel mill in the western United States. The Company's mill
manufactures coiled and flat plate, sheet, pipe and slabs for sale primarily in
the western and central United States.

            The steel mill is located 45 miles south of Salt Lake City, Utah on
approximately 1,400 acres. The steel mill's facilities include four coke oven
batteries, three blast furnaces, two basic oxygen process ("Q-BOP") furnaces, a
continuous casting facility, a combination continuous rolling mill and various
finishing facilities. The Company's coke ovens produce coke from a blend of
various grades of metallurgical coal. Coke is used as the principal fuel for the
Company's blast furnaces, which convert iron ore into liquid iron. Liquid iron,
scrap metal and metallic alloys are combined and further refined in the Q-BOP
furnaces to produce liquid steel. The liquid steel is then processed through the
continuous casting facility into steel slabs. Steel slabs are either hot-charged
into furnaces and then rolled, or they are allowed to cool and then reheated
prior to rolling. Slabs are rolled into hot-rolled steel products (coiled and
flat plate, hot-rolled sheet and pipe) in the Company's rolling and finishing
mills. The Company also sells a portion of its slabs to other steel processors.

            The Company acquired the steel mill and related facilities from USX
Corporation ("USX") on August 31, 1987. USX operated the mill and related
facilities from 1944 until 1986, when it placed the mill on hot-idle status.
Pursuant to the acquisition agreement between USX and the Company, USX retained
liability for retiree life insurance, health care and pension benefits relating
to employee service prior to the acquisition. USX also indemnified the Company
for costs due to any environmental condition existing on the Company's real
property as of the acquisition date that is determined to be in violation of
environmental laws or otherwise results in the imposition of environmental
liability, subject to the Company's sharing the first $20 million of certain
cleanup costs on an equal basis. See "Environmental Matters." Since acquiring
the mill from USX, the Company has modernized most of its facilities. The mill
includes the widest combination continuous rolling mill and one of the widest
in-line casters in the world. Both the rolling mill and the caster are unique in
the industry and enable the Company to offer an expanded range of products;
shift its product mix according to market demand; and produce wide, light-gauge
plate products more efficiently than many of its competitors.

RECENT DEVELOPMENTS

            On February 1, 1999, the Company filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Utah, Central Division. The filing
was made necessary by a lack of sufficient liquidity. The Company's operating
results for fiscal years 1998 and 1999 were severely affected by, among other
things, the dramatic surge in steel imports beginning in 1998. As a consequence
of record-high levels of low-priced steel imports and the resultant
deteriorating market conditions, the Company's overall price realization and
shipments declined precipitously. Decreased liquidity made it impossible for the
Company to service its debt and fund ongoing operations. Therefore, the Company
sought protection under Chapter 11 of the Bankruptcy Code. Prior to the
bankruptcy filing, the Company did not make the $9 million interest payment due
January 15, 1999 under the terms of the Company's 9 1/2% senior notes due 2004.
The Bankruptcy Code generally prohibits the Company from making payments on
unsecured, pre-petition debt, including the 9 1/2% senior notes due 2004 and the
11 1/8% senior notes due 2001 (collectively, the "Senior Notes"), except
pursuant to a confirmed plan of reorganization. The Company is in possession of
its properties and assets and continues to manage its businesses as
debtor-in-possession subject to the supervision of the Bankruptcy Court. See
Item 7 "Management's Discussion and Analysis of Financial condition and Results
of Operations."

            On February 19, 1999, the U.S. District Court for the District of
Utah granted the Company's motion to approve a new, $125 million
debtor-in-possession credit facility with Congress Financial Corporation (the
"Credit Facility"). The Credit Facility expires on the earlier of the
consummation of a plan of reorganization or February 19, 2001. The Credit
Facility replaced the Company's previous revolving credit facility with a
syndicate of banks led



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by Citicorp USA, Inc. as agent. The Credit Facility is secured by, among other
things, accounts receivable; inventory; and property, plant and equipment.
Actual borrowing availability is subject to a borrowing base calculation and the
right of the lender to establish various reserves, which it has done. The amount
available to the Company under the Credit Facility is approximately 60%, in the
aggregate, of eligible inventories, plus 85% of eligible accounts receivable,
plus 80% of the orderly liquidation value of eligible equipment up to a maximum
of $40 million, less reserves established by the lender. Borrowing availability
under the Credit Facility is also subject to other covenants. As of November 30,
1999, the Company's eligible inventories, accounts receivable and eligible
equipment supported access to $57.4 million in borrowings under the Credit
Facility. As of November 30, 1999, the Company had $10.8 million available under
the Credit Facility, with $44.2 million in borrowings and $2.4 million in
letters of credit outstanding. There can be no assurance as to the amount of
availability that will be provided in the future or that the lender will not
require additional reserves. The terms of the Credit Facility include cross
default and other customary provisions.

            As of February 1, 1999, the Company discontinued accruing interest
on the Senior Notes and dividends on its redeemable preferred stock. Contractual
interest on the Senior Notes for the year ended September 30, 1999 was $33.1
million, which is $22.0 million in excess of recorded interest expense included
in the accompanying financial statement. Contractual dividends on the redeemable
preferred stock as of September 30, 1999, was approximately $28.5 million, which
is $8.4 million in excess of dividends accrued in the accompanying balance
sheet.

            Pursuant to the provisions of the Bankruptcy Code, all actions to
collect upon any of the Company's liabilities as of the petition date or to
enforce pre-petition date contractual obligations were automatically stayed.
Absent approval from the Bankruptcy Court, the Company is prohibited from paying
pre-petition obligations. However, the Bankruptcy Court has approved payment of
certain pre-petition liabilities such as employee wages and benefits and certain
other pre-petition obligations. Additionally, the Bankruptcy Court has approved
the retention of legal and financial professionals. As debtor-in-possession, the
Company has the right, subject to Bankruptcy Court approval and certain other
conditions, to assume or reject any pre-petition executory contracts and
unexpired leases. Parties affected by such rejections may file pre-petition
claims with the Bankruptcy Court in accordance with bankruptcy procedures.

            The Company is currently developing a plan of reorganization (the
"Plan of Reorganization") through, among other things, discussions with the
official creditor committees appointed in the Chapter 11 proceedings. The
objective of the Plan of Reorganization is to restructure the Company's balance
sheet to (i) significantly strengthen the Company's financial flexibility
throughout the business cycle, (ii) fund required capital expenditures and
working capital needs, and (iii) fulfill those obligations necessary to
facilitate emergence from Chapter 11. In conjunction with the Plan of
Reorganization, the Company intends to file an application in January 2000 for a
government loan guarantee under the Emergency Steel Loan Guarantee Program (the
"Loan Guarantee Program"). The application will seek a government loan guarantee
for a portion of the financing required to consummate the Plan of
Reorganization, with the remaining financing being provided through other means.
In connection with preparing the loan guarantee application, the Company is in
the final phase of selecting and negotiating terms with a major bank to serve as
the primary lender under the Loan Guarantee Program. There can be no assurance
that the Company will be selected to participate in the Loan Guarantee Program
or that, with or without a guarantee, the Company can obtain the necessary
financing to consummate the Plan of Reorganization.

            Although management expects to file the Plan of Reorganization,
there can be no assurance at this time that a Plan of Reorganization will be
proposed by the Company, approved or confirmed by the Bankruptcy Court, or that
such plan will be consummated. The Bankruptcy Court has granted the Company's
request to extend its exclusive right to file a Plan of Reorganization through
February 28, 2000. While the Company intends to request further extensions of
the exclusivity period if necessary, there can be no assurance that the
Bankruptcy Court will grant such further extensions. If the exclusivity period
were to expire or be terminated, other interested parties, such as creditors of
the Company, would have the right to propose alternative plans of
reorganization.

            Although the Chapter 11 Bankruptcy filing raises substantial doubt
about the Company's ability to continue as a going concern, the accompanying
financial statements have been prepared on a going concern basis. This basis
contemplates the continuity of operations, realization of assets, and discharge
of liabilities in the ordinary course of business. The statements also present
the assets of the Company at historical cost and the current intention that they



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will be realized as a going concern and in the normal course of business. A plan
of reorganization could materially change the amounts currently disclosed in the
financial statements.

            The Company's financial statements do not present the amount which
may ultimately be paid to settle liabilities and contingencies which may be
allowed in the Chapter 11 Bankruptcy case. Under Chapter 11, the right of, and
ultimate payment by the Company to pre-petition creditors may be substantially
altered. This could result in claims being paid in the Chapter 11 Bankruptcy
proceedings at less (and possibly substantially less) than 100 percent of their
face value. At this time, because of material uncertainties, pre-petition claims
are carried at the Company's face value in the accompanying financial
statements. Moreover, the interests of existing preferred and common
shareholders could, among other things, be very substantially diluted or even
eliminated. Further information about the financial impact of the Chapter 11
Bankruptcy filings is set forth in Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations and Notes to Financial
Statements.

            Management expects that a Plan of Reorganization will be completed
and ready to file with the bankruptcy court during the first calendar quarter of
2000. The Plan of Reorganization will be conditioned on the Company being
approved for a guarantee under the Loan Guarantee Program. There can be no
assurance as to the actual timing for the filing of the Plan of Reorganization
or the approval thereof by the Bankruptcy Court, if at all.

            As a result of various trade cases described below as well as
improving market conditions in several foreign economies, market conditions for
the Company's products have recently improved. Both the Company's order entry
and price realization have improved significantly in recent months. The
Company's shipment rate has increased from a low in February 1999 of 44,000 tons
to 146,000 tons in November 1999. Similarly, overall price realization has
increased by 5.7% during the same period, despite a product mix shift to
lower-priced sheet. The timing and magnitude of the recent volume and pricing
improvements are consistent with initial market recoveries following the success
of previously-filed trade cases. The Company expects in the near term that both
volume and pricing will continue to improve gradually. See Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

CAPITAL PROJECTS

   Overview

            The Company has spent approximately $48 million, $11 million (net of
insurance claim settlement of $12.5 million) and $8 million on capital projects
during the fiscal years ended September 30, 1997, 1998 and 1999, respectively.
These expenditures were made primarily in connection with the Company's ongoing
modernization and capital maintenance efforts. Since fiscal year 1989, Geneva
has spent approximately $645 million on plant and equipment to modernize and
renovate its production facilities, as well as for ongoing capital maintenance.
Geneva believes its modernization efforts have significantly strengthened the
Company's capabilities by reducing costs, increasing operating flexibility,
broadening its product lines, improving product quality and increasing
throughput rates.

            The Company's modernization program was designed to take advantage
of the unique features of the Company's rolling mill. Geneva's wide six stand
rolling mill is differentiated from competitors' mills by its ability to roll
both narrow and wide one inch entry bars into finished product in a single pass.
In contrast, other producers utilize either a single-stand reversing mill or a
single-stand steckel mill to roll entry bars, requiring multiple passes.
Reducing the number of passes increases throughput, operating efficiencies and
yields, particularly on thinner gauge product.

            Geneva's in-line caster further enhances the Company's production
process by directly casting slabs to the required final width, up to 126 inches
wide, before the slabs are directly rolled. Wide casting and direct rolling
reduces heating and handling requirements and eliminates cross rolling to obtain
final product width. The Company further capitalized on its ability to cast and
roll wide plate products by completing a wide plate project which enables Geneva
to produce coiled plate up to 122 inches in width and subsequently cut the
coiled plate into flat plate. The combination of the caster, rolling mill and
wide plate project has created an efficient production process for wide



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products that most of Geneva's competitors do not possess. As a result, the
Company believes its plate production costs are lower than many of its
competitors.

  Capital Projects

            The key elements of the modernization are: (i) the replacement of
Geneva's open hearth furnaces with two state-of-the-art basic oxygen process
("Q-BOP") steelmaking furnaces, improving product quality and throughput and
reducing costs; (ii) the construction of one of the widest in-line casters in
the world, enabling the Company to cast slabs at the desired width without
cross-rolling; (iii) the completion of a wide-plate project, positioning Geneva
as the only North American producer currently offering coiled plate in widths
greater than 96 inches and improving plate production efficiencies; and (iv) the
modernization of Geneva's rolling mill, enhancing throughput rates, quality and
cost.

            The Company has identified several large-scale capital improvement
projects that it believes would further increase the Company's production
capacity, expand product offerings, improve operating efficiencies and reduce
costs. With the exception of the walking beam furnace, these projects are not
currently included in the Company's future capital budgets. The Company' slab
heating facilities are relatively high cost operations and lack the capacity to
heat slabs at the same rate as can be cast and rolled. By utilizing a
combination of all the Company's slab heating facilities, the Company has
substantially, but not completely, removed its slab heating bottleneck at the
higher production levels achieved in the past. In the long term, the Company
requires a walking beam furnace (cost of approximately $45 million) that can
heat all its slabs. The walking beam furnace would reduce costs, increase prime
yields and improve quality by enabling the Company to shut down multiple heating
facilities and by significantly improving the temperature consistency of slabs.
In addition, the walking beam would increase the Company's capacity to produce
large coils, which are made from slabs longer than those that can be heated in
certain existing facilities. As a result of the increased heating capacity of
the walking beam furnace, the Company: (i) shifts production of slabs into a
near-equal amount of hot-bands (less yield loss) and (ii) converts approximately
21.6 tons and 59.0 tons of secondary and scrap steel, respectively, into a
near-equal amount of hot-bands.

            The Company has identified several other projects costing lesser
amounts that would also significantly improve operations. Several of the
projects are in the advanced-planning stage and could likely be completed as a
part of future capital maintenance budgets. These include a new plate leveler,
solid state electrical drives for the rolling mill and upgrades to the Company's
small diameter pipe mill.

            The Company's capital projects are under continuous review, and
depending on market, operational, liquidity and other factors, the Company may
elect to adjust the design, timing and budgeted expenditures of its capital
plan. There can be no assurance that the projected benefits of the capital
projects will be fully achieved, sufficient product demand will exist for the
Company's additional throughput capacity, or that the planned capital projects
can be completed in a timely manner or for the amounts budgeted. Notwithstanding
the completion of many capital projects, management believes that additional
capital projects will be critical to the Company's long-term ability to compete.

 PRODUCTS

            The Company's principal products are coiled and flat plate,
hot-rolled sheet, pipe and slabs. The Company also sells non-steel materials
that are by-products of its steelmaking operations.

            The Company's 132-inch combination continuous rolling mill has the
flexibility to roll either sheet or plate in response to customer demands and
changing market conditions. This flexibility maximizes the Company's utilization
of its facilities. Generally, the Company manufactures products in response to
specific customer orders. The Company also operates a plate stocking program to
reduce lead times and improve customer service. Consistent with the Company's
strategic objectives, plate shipments have over time generally increased as the
modernization program has been completed and various upgrades to plate
processing and finishing equipment have been integrated into the production
process. The Company's product sales mix as a percent of net sales for fiscal
years 1995 through 1999 is shown below:



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<TABLE>
<CAPTION>
                        ----------------------------------------------------
                        1995        1996        1997        1998        1999
                        ----        ----        ----        ----        ----
<S>                     <C>         <C>         <C>         <C>         <C>
Plate .................   35%         45%         45%         62%         56%
Sheet .................   41          30          30          18          25
Pipe ..................    6           6          10          11          10
Slab ..................   15          16          12           7           6
Non-steel .............    3           3           3           2           3
                         ---         ---         ---         ---         ---
            Total .....  100%        100%        100%        100%        100%
                         ===         ===         ===         ===         ===
</TABLE>

            Coiled and Flat Plate. The Company produces plate products which
consist of hot rolled carbon and high-strength low alloy steel plate in coil
form, cut-to-length from coil and flat rolled in widths varying from 48 to 122
inches and in thicknesses varying from .1875 of an inch to 3.5 inches. Coiled
plate is produced and sold in coiled form in thickness of .1875 to .875 of an
inch and widths of 42 to 122 inches. Coiled plate, once cut-to-length and
leveled, can be used for cut-to-length plate applications such as spiral-welded
pipe, electric resistance welded pipe and steel tubing. Coiled and flat plate
can be used for heavy steel structures such as storage tanks, railroad cars,
ships and bridges.

            Sheet. The Company produces hot-rolled sheet steel which is sold in
sheet or coil form in thicknesses of .097 to .230 of an inch and widths of 40 to
74 inches. Maximum widths vary according to thickness. Included in the sheet
products made by the Company are cut-to-length sheet and hot-rolled bands. Sheet
is used in a variety of applications such as storage tanks, light structural
components and supports and welded tubing.

            Pipe. The Company produces electric resistance welded pipe ("ERW
pipe") ranging from approximately 6 5/8 to 16 inches in diameter. ERW pipe is
manufactured by heating and fusing the edges of the steel coil to form the pipe.
The Company's ERW pipe is used primarily in pipelines, including water, natural
gas and oil transmission and distribution systems, and in standard and
structural pipe applications.

            Slab and Non-Steel. The Company has sold steel slabs when market
conditions were favorable and as a means of maximizing production through the
continuous caster. The Company also sells various by-products resulting from its
steelmaking activities.

MARKETING; PRINCIPAL CUSTOMERS

            The Company sells its prime steel products through a sales agency
arrangement primarily to steel service centers and distributors, which in recent
years have become one of the largest customer groups in the domestic steel
industry. Service centers and distributors accounted for approximately 65% of
the Company's finished product sales (excluding slabs) during fiscal year 1999.
The Company also sells its products to steel processors and various end-users,
including manufacturers of welded tubing, highway guardrail, storage tanks,
railcars, ships and agricultural and industrial equipment. The Company has
developed a broad customer base of approximately 450 customers in 40 states, and
abroad through exporters to several customers in Canada and Mexico, with no
concentration in any particular industry.

            The Company sells its ERW pipe to end-users and distributors
primarily in the Western and Central United States, where demand for pipe
fluctuates in partial response to oil and gas industry cycles, import levels and
other factors.

            Export sales, which generally have lower margins than domestic
sales, accounted for approximately 1.4%, 2.6% and 0.4% of the Company's net
sales during fiscal years 1997, 1998 and 1999, respectively.

            The Company's principal marketing efforts are in the Western and
Central United States. The Company believes that it holds a significant market
share of the plate, hot-rolled sheet and pipe sales in the eleven western
states.



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The Company has also focused on expanding its share of the market in other areas
of the United States. On November 2, 1998, the Company signed a new, three-year
agreement with Mannesmann Pipe and Steel ("Mannesmann"). Under the agreement,
Mannesmann markets the Company's steel products throughout the continental
United States. Mannesmann previously marketed the Company's products in 15
midwestern states and to certain customers in the eastern United States. The
Company's existing sales force remains Geneva employees, but are directed by
Mannesmann. The Company also has made several other organization changes
designed to improve product distribution and on-time delivery.

            The Company continues to evaluate its sales and marketing approach
and may make additional changes in the future. The Company's relationship with
Mannesmann began at the time the mill was acquired by the Company. At the
outset, Mannesmann provided a purchase guarantee for a portion of the Company's
output, which guarantee was instrumental to the Company's financing
arrangements. Since then, Mannesmann has provided various other means of
enhancing the Company's liquidity. The Company may in the future modify its
sales and marketing approach by extending its in-house marketing efforts or
expanding its approach to include additional downstream distribution functions.

            The Company's strategy is to maintain its core market in the western
United States, where its market position is the strongest, and to increase
growth in the midwest, southeast and eastern regions. The Company believes that
service centers and distributors account for a substantially larger proportion
of its sales than of sales for the industry as a whole. Demand from this
customer group historically has fluctuated widely due to substantial swings in
the group's inventory levels. In view of these factors, the Company is targeting
selected steel processors and various end-users as sources for additional sales,
while retaining strong relationships with service center and distributor
customers. The Company believes its modernization program enables the Company to
produce higher quality products and to gain access to a wider range of
customers.

            The Company's rolling mill can produce more wide, coiled plate than
the Company's processing facilities can cut and level into higher margin flat
plate. In addition, the Company's western location creates logistical challenges
in providing on-time delivery to its midwestern and southeastern customers.
Consequently, the Company has created a plate distribution and processing system
intended to increase plate processing capacity and improve customer service. The
facilities allow the Company to further maximize its sales of flat plate made
from coils. The system utilizes a hub-and-spoke concept in which products are
shipped in bulk primarily by rail from the Company to transloading centers or
plate processors and thereafter delivered in smaller quantities primarily by
truck to customers.

            The Company has established transloading centers to which plate can
be shipped. These inventories are located in relative close proximity to the
Company's customer base to maximize availability and on-time delivery. In
addition, the Company has contracted with several processors to which coiled
plate can be shipped for processing into flat plate for specific customers.
Through these arrangements, the Company has significantly increased its capacity
to produce and sell plate made from coils at costs comparable to processing
plate on its own internal facilities.

            The Company generally produces steel products in response to
specific orders. As of November 30, 1999, the Company had estimated total orders
on hand for approximately 148,000 tons compared to approximately 74,000 tons as
of November 30, 1998. See "Competition and Other Market Factors."

EMPLOYEES; LABOR AGREEMENT

            As of November 30, 1999, the Company's workforce included
approximately 1,725 full-time employees, of whom approximately 285 are salaried
and approximately 1,440 are union-eligible. The Company's operating management
personnel generally have considerable experience in the steel industry. Almost
half have more than 20 years of industry experience, with most of the remaining
managers ranging in experience from 8 to 20 years. The Company's senior
operating managers have an average of approximately 20 years of industry
experience.

            Substantially all of the Company's union-eligible employees are
represented by the United Steelworkers of America under a collective bargaining
agreement. In April 1998, the Company reached a new, three-year labor agreement
with the United Steelworkers of America. The negotiations were completed without
any work interruptions



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<PAGE>   8
or labor disruption. The Company believes that its labor agreement is an
important competitive advantage. Although the Company's wage rates under the
agreement are high by local standards and comparable to regional competitors,
its total hourly labor costs are substantially below recent industry averages
compiled by the American Iron and Steel Institute. Unlike labor agreements
negotiated by many other domestic integrated steel producers, the Company's
labor agreement does not contain traditional work rules, significantly limits
the Company's pension obligations and entitles the Company to reduce its profit
sharing obligations by an amount equal to a portion of its capital expenditures.
The Company did not assume any pension obligations or retiree medical
obligations related to employment service while the plant was owned by USX.

            As part of the Company's labor agreement, the Company and the Union
reached several new understandings intended to create a cooperative partnership.
The objectives of the partnership include, among others, (i) improving
productivity, quality and customer service, (ii) expanding employee involvement
in decision making, and (iii) creating a better work environment.

            The Company has made significant progress in implementing its
strategy to reduce its employment costs through process redesign, workplace
restructuring, modernization and severance incentives. Since December 1997, the
Company's executive, administrative and operating staff has been reduced from
473 to 285. During the same period, the Company has also reduced its
union-eligible workforce by 30% to 1,440 employees.

            The Company's labor agreement also contains a performance dividend
plan intended to reward employees for increased shipments of steel products.
Compensation under the plan includes a monthly guarantee of $.33 per hour for
all union represented workers. The guaranteed payment is based on an annualized
shipment rate of up to 1.5 million tons. As shipments increase above this level,
compensation under the plan also increases.

            The Company also has a performance dividend plan for all non-union
employees that provides additional compensation as shipment levels increase.
Unlike the union plan, however, there are no guaranteed payments.

            The Company's profit sharing obligations under the labor agreement
are based on earnings before taxes, extraordinary items and profit sharing. The
Company's profit sharing obligations are reduced by an amount equal to a portion
of its capital expenditures. The Company is required to contribute each year to
the profit sharing pool 10% of earnings before taxes, extraordinary items and
profit sharing after deducting 25% of the first $50 million of capital
expenditures and 30% of all additional capital expenditures in such year
(including, in each case, capital maintenance). All payments made to workers
under the union performance dividend plan are deducted from any profit sharing
obligations otherwise required.

            Effective March 1, 1995, the Company established a union employee
defined contribution retiree medical plan. This plan is funded through a
voluntary employee beneficiary association trust ("VEBA Trust") and used to fund
post retirement medical benefits for future retirees covered by the collective
bargaining agreement. Company contributions to the plan are $.20 for each hour
of work performed by employees covered by the collective bargaining agreement.
No benefits were paid from the VEBA Trust until December 1998. Beginning in
December 1998, the plan began paying COBRA payments for eligible retired
participants. The Company and the Union are currently developing eligibility
requirements, benefit levels and other related terms with respect to the plan.

            Recently, the Company discussed with the Union the possibility of
amending or replacing the existing labor agreement to among other things, extend
the period covered by the labor agreement. Those discussions have ended without
any agreement to amend or replace the existing agreement.

RAW MATERIALS AND RELATED SERVICES

            The Company is located near major deposits of several of the
principal raw materials used to make steel, including iron ore, high volatile
coal, limestone and natural gas. The Company believes that, in certain
instances, this proximity, together with the Company's importance as a customer
to suppliers of these materials, enhances its ability to obtain competitive
terms for these raw materials. As the Company evaluates emerging technologies
for the production of iron and steel, it focuses on those technologies that
allow increased utilization of resources available in the western United States.



                                        7
<PAGE>   9
            Iron Ore. The Company's steelmaking process can use both iron ore
and iron ore pellets. In recent years, the Company has used iron ore pellets
exclusively in an effort to maximize the operating efficiencies of its blast
furnaces. Iron ore pellets are generally purchased from USX, as discussed below,
as well as on the spot market. The Company has iron ore deposits at mines in
Utah. When used, the ore is mined by an independent contractor under claims
owned by the Company and transported by railroad to the steel mill. The Company
expects future costs of recovery of this ore to increase gradually as the open
reserves are depleted.

            The Company has historically purchased iron ore pellets from USX.
The Company's pellet agreement with USX expires on December 31, 1999. The
Company has begun discussions with USX and other potential vendors regarding a
new pellet supply contract and has reached an interim understanding with USX for
a short-term supply arrangement. Management believes that the Company will be
able to complete a new pellet supply contract with USX or a substitute vendor.
However, there can be no assurance that a new contract can be completed or that
USX will continue to supply pellets to the Company. If the Company is unable to
enter into a new pellet supply contract, the Company's operating results could
be adversely affected.

            Coal and Coke. The coke batteries operated by the Company require a
blend of various grades of metallurgical coal. The Company currently obtains
high volatile coal from a mine in western Colorado operated by Oxbow Carbon and
Minerals, Inc. ("Oxbow") under a contract that expires in March 2004. The
Company also purchases various grades of coal under short-term contracts from
sources in the eastern United States. Although the Company believes that such
coal is available from several alternative eastern suppliers, the Company is
subject to price volatility resulting from fluctuations in the spot market.
There can be no assurance that the Company's blend of coal will not change or
that its overall cost of coal will not increase.

            At times of full production, the Company purchases imported coke as
a result of its decreasing capacity to produce its own coke as the Company's
coke ovens decline in productive capacity. The ability of other domestic
integrated steel mills to produce coke is also generally decreasing, thereby
increasing the demand for purchased coke in the United States at times of strong
steel demand. The Company has purchased coke from sources originating in Japan
and China. As the Company's consumption of purchased coke increases, the
Company's average cost of coke used in the manufacturing process also increases.

            Energy. The Company's steel operations consume large amounts of
oxygen, electricity and natural gas. The Company purchases oxygen, nitrogen and
argon from three facilities located on the Company's premises. Two of the
facilities were constructed by Air Liquide America Corporation ("Air Liquide")
and the third by Praxair, Inc. ("Praxair"). These facilities are capable of
providing approximately 275, 800 and 550 tons of oxygen per day under contracts
which expire in 2002, 2012 and 2006, respectively.

            The Company generates a portion of its electrical requirements using
a 50 megawatt rated generator located at the steel mill and currently purchases
its remaining electrical requirements from Pacificorp under a 110 - 150 megawatt
interruptible power contract expiring in February 2002. The contract provides
for fixed annual price increases through the remainder of its term.

            Natural gas is purchased at the wellhead in the Rocky Mountain
region and is transported to the steel mill by pipeline utilizing firm and
interruptible transportation contracts. The Rocky Mountain region has
substantial natural gas reserves.

            Other. The Company's mill can be served by both the Burlington
Northern Santa Fe Railroad ("BNSF") and the Union Pacific Railroad Company
("UP"). The Company believes that it is one of the largest western customers of
the UP railroad. The Company's location in the western United States facilitates
backhauling, which can reduce freight costs. Subsequent to the merger of the UP
and Southern Pacific Transportation Company, the Company negotiated a long-term
transportation contract with the UP covering a large portion of the Company's
rail transportation needs and intended to provide a competitive rate structure.

            The Company uses scrap metal obtained from its own operations and
external sources in its steelmaking process. As the Company increases its
production volume and improves yields, management anticipates that increased
amounts of scrap will be purchased.



                                        8
<PAGE>   10
            The cost of the Company's raw materials, including energy, has been
susceptible in the past to fluctuations in price and availability and is
expected to increase over time. Worldwide competition in the steel industry has
frequently limited the ability of steel producers to raise finished product
prices to recover higher raw material costs. The Company's future profitability
will be adversely affected to the extent it is unable to pass on higher raw
material costs to its customers.

COMPETITION AND OTHER MARKET FACTORS

            The Company competes with domestic and foreign steel producers on
the basis of price, quality and service. Many of the Company's competitors are
larger companies and have greater capital resources. Intense worldwide
competition exists for all the Company's products. Both the industry and the
Company face increasing competition from producers of certain materials such as
aluminum, composites, plastics and concrete.

            The Company believes that certain of its raw material arrangements,
particularly with respect to energy, and its current labor contract are
favorable in relation to those of the domestic steel industry as a whole.
However, the Company currently purchases iron ore pellets and a significant
portion of its coal requirements from locations in the midwest and eastern
United States, for which it has a transportation cost disadvantage. The Company
believes that its geographic location enhances its ability to compete in the
western United States, although it has a transportation disadvantage in
midwestern and eastern markets.

            Product quality has improved significantly as a result of the
Company's modernization efforts. The Company believes that its modernization
efforts have enhanced the competitiveness of its products, particularly with
respect to plate products. Standards of quality in the steel industry are,
nevertheless, rising as buyers continually expect higher quality products.
Foreign and domestic producers continue to invest heavily to achieve increased
production efficiencies and product quality.

            The steel industry is cyclical in nature and highly competitive.
Moreover, overall throughput capacity and competition are increasing due
primarily to construction of mini-mills and improvements in production
efficiencies at existing mills. The Company, like other steel producers, is
highly sensitive to price and production volume changes. Consequently, downward
movements have had and will continue to have an adverse effect on the Company's
results of operations.

            Integrated steel producers are facing increasing competitive
pressures from mini-mills. Mini-mills use ferrous scrap metal as their basic raw
material and serve regional markets. A number of mini-mills produce plate, coil
and pipe products that compete directly with the Company's products. Several
domestic mini-mills have been completed that produce wide plate in coil form,
thereby competing with those products produced by the Company. In addition,
other mini-mills are planned.

            Foreign competition is a significant factor in the steel industry
and has adversely affected product prices in the United States and tonnage sold
by domestic producers. The intensity of foreign competition is significantly
affected by fluctuations in the value of the United States dollar against
several other currencies, the level of demand for steel in the United States
economy relative to steel demand in foreign economies and world economic
conditions generally. In addition, many foreign steel producers are controlled
or subsidized by foreign governments whose decisions concerning production and
exports may be influenced in part by political and social policy considerations
as well as by prevailing market conditions and profit opportunities.

            Imports of the Company's primary products have historically
represented approximately 16% to 25% of total U.S. consumption. Shortly after
completion of the Company's modernization in early 1998, the domestic steel
industry experienced an unprecedented surge in imports. During the surge, up to
approximately 40% of domestic plate consumption was at times supplied by
imports. Imports similarly increased in each of the Company's other product
lines. The surge in imports from various Asian, South American and Eastern
European countries was at least partially the result of depressed economies in
those regions, causing foreign steel producers to increase dramatically exports
to the United States. Many if not all of these foreign producers sold products
into the U.S. market at illegally dumped prices.



                                        9
<PAGE>   11
            While a previous import surge in 1996 primarily involved only flat
plate, the more recent surge included all of the Company's products. As a
result, during fiscal 1998 and early fiscal 1999 the Company's product prices
and order entry rates fell dramatically. From January 1, 1998 to February 1,
1999, overall price realization for plate, pipe and coil declined by $94, $95,
and $92 per ton, respectively. Even without the simultaneous reduction in
volume, the decline in pricing alone would have resulted in an annualized margin
loss of over $220 million. The Company was also forced to reduce production by
approximately 50%, resulting in margin losses, higher costs per ton and
production inefficiencies. During the year ended September 30, 1999, the
Company's total shipments were approximately 1,100,300 tons, as compared to
2,003,200 tons for the previous year. The combined impact of the pricing and
volume declines resulted in a significant reduction in operating results and
cash flow. Decreased cash flow and liquidity made it impossible for the Company
to service its debt and fund ongoing operations.

            On September 30, 1998, the Company and eleven other domestic steel
producers filed antidumping actions against hot-rolled coiled steel imports from
Russia, Japan and Brazil. The group also filed a subsidy (countervailing duty)
case against Brazil (all cases described in this paragraph are referred to as
the "Coiled Products Cases"). In April 1999, the Department of Commerce ("DOC")
issued a final determination that imports of hot-rolled coiled sheet from Japan
were dumped at margins ranging from 17% to 65%. In June 1999, the International
Trade Commission (the "ITC") reached a unanimous 6-0 final determination that
imports of hot-rolled sheet from Japan caused injury to the U.S. industry. As a
result, an antidumping duty order has now gone into effect against imports from
Japan and will last for a minimum duration of five years. During that time, the
amount of antidumping duty deposits due from U.S. importers of the products may
vary based upon the results of annual administrative reviews. The Company
believes that the imposition of these antidumping duties will almost completely
eliminate hot-rolled sheet imports from Japan, which totaled 2.7 million tons in
1998.

            On July 6 and 12, 1999, respectively, the DOC simultaneously issued
both suspension agreements and final antidumping duty determinations as to
imports of hot-rolled sheet from Brazil and Russia, and a suspension agreement
and final countervailing duty determination as to imports of hot-rolled sheet
from Brazil. The Brazilian countervailing duty suspension agreement provides for
a quantitative limitation of no more than 290,000 metric tons annually of hot-
rolled sheet from Brazil and the Brazilian antidumping suspension agreement
provides that tonnage can be sold at prices no lower during the five-year period
than a reference price of $327 a metric ton, ex-dock duty paid in the U.S.
market. Based on the fact that these reference prices were above current
domestic prices, that the agreement provided that this price was a floor price
which would increase as domestic prices increased above $344 per metric ton, and
that the agreement shielded the U.S. industry from the devaluations of the
Brazilian currency during the five years of the agreement, the Company and
certain other petitioners supported this suspension agreement. The DOC announced
countervailing duty findings of approximately 7% and antidumping duties of
approximately 40% as to imports from Brazil. The ITC made a final affirmative
injury determination in August 1999. Therefore, if Brazilian producers violate
these suspension agreements, these duty amounts would be immediately imposed.

            The suspension agreement on hot-rolled sheet from Russia provides
for no shipments for the remainder of 1999, 325,000 metric tons for 2000,
500,000 metric tons for 2001, 675,000 metric tons for 2002, and 725,000 metric
tons for 2003. It sets a minimum export price of $255 per metric ton F.O.B.
Russia, which is subject to quarterly changes based on a formula relating to
other import prices. All petitioners objected to this Russian suspension
agreement because of the allowed continuation of dumped prices at below U.S.
market prices from Russia. However, these quantitative restrictions represent a
significant decrease from the 3.8 million tons of hot-rolled sheet imports from
Russia in 1998. In addition to the hot-rolled sheet suspension agreement, the
DOC also entered into a general steel trade agreement with Russia which provides
for reduction in imports of other flat-rolled steel products. Simultaneous with
the announcement of these agreements, the DOC announced final antidumping duties
ranging from 57% to 157%, and the ITC made a final affirmative injury
determination in August 1999. Therefore, if the hot-rolled sheet suspension
agreement is violated during the next five years, these duty amounts would be
immediately imposed.

            The success of the Coiled Products Cases will reduce imports from
these three countries from seven million tons in 1998, to between 500,000 and
1,000,000 tons per year from 2000 through 2003. The Coiled Products Cases have
already benefitted the Company and the domestic steel industry. The Company
expects that its production levels, shipments and pricing of hot-rolled sheet
products will continue to increase in the near term. This trend could, however,
reverse itself if other countries significantly increase imports or if domestic
demand for hot-rolled sheet declines.



                                       10
<PAGE>   12
            On February 22, 1999, five domestic steel producers filed
antidumping actions against cut-to-length plate imports from the Czech
Republic, France, India, Indonesia, Italy, Macedonia, Japan and South Korea.
Also, countervailing duty cases were filed against France, India, Indonesia,
Italy, Macedonia and South Korea (all cases described in this paragraph are
referred to as the "Cut-to-length Plate Cases"). In April 1999, the ITC made a
unanimous affirmative preliminary injury determination with respect to all the
respondent countries except the Czech Republic and Macedonia, which were
dismissed from the cases. On July 12 and 13, 1999, the DOC announced preliminary
margins in the cases ranging from 1% to 59%. Bonds in these amounts are now
required on imports. The DOC issued final margin determinations on December 13,
1999 ranging from 0% to 72%. The ITC will issue final injury determinations in
January 2000.

            On June 30,1999, the Company and seven other petitioners filed for
Section 201 relief from welded line pipe imports (the "Section 201 Case"). The
ITC has made an affirmative injury determination by a margin of five to one. A
remedy hearing was held on November 10, 1999, and the ITC has recommended that
imports be reduced by approximately 45% from 1998 levels. The recommendation was
made to the President on December 22, 1999, and the President has 60 days to
render a decision.

            There can be no assurance as to the ultimate effect of the Coiled
Products Cases, Cut-to-length Plate Cases or the Section 201 Case, that imports
from countries not named in previous cases will not increase or that domestic
shipments or prices will rise. The Company continues to monitor imports and may
file additional trade cases or take other trade action in the future. Existing
trade laws and regulations may be inadequate to prevent the adverse impact of
dumped and/or subsidized steel imports; consequently, such imports could pose
continuing or increasing problems for the domestic steel industry and the
Company.

            Five-year sunset reviews of various cut-to-length plate cases
decided in 1994 began in September 1999. The Company and other U.S. producers
are allowed to participate in those reviews in support of a five-year extension
of the orders. The outcome of these reviews cannot currently be predicted, but
the failure to extend such antidumping duties could have a future material
adverse effect on the Company's operations and financial condition.

            As a result of the trade cases described above as well as improving
market conditions in several foreign economies, market conditions for the
Company's products have recently improved. Both the Company's order entry and
price realization have improved significantly in recent months. The Company's
shipment rate has increased from a low in February 1999 of 44,000 tons to
146,000 tons in November 1999. Similarly, overall price realization has
increased by 5.7% over the same period, despite a product mix shift to
lower-priced sheet. The timing and magnitude of the recent volume and pricing
improvements are consistent with initial market recoveries following the success
of previously-filed trade cases. The Company expects in the near term that both
volume and pricing will continue to improve gradually.

ENVIRONMENTAL MATTERS

            Compliance with environmental laws and regulations is a significant
factor in the Company's business. The Company is subject to federal, state and
local environmental laws and regulations concerning, among other things, air
emissions, wastewater discharge, and solid and hazardous waste disposal. The
Company believes that it is in compliance in all material respects with all
currently applicable environmental regulations.

            The Company has incurred substantial capital expenditures for
environmental control facilities, including the Q-BOP furnaces, the wastewater
treatment facility, the benzene mitigation equipment, the coke oven gas
desulfurization facility and other projects. The Company has budgeted a total of
approximately $8.1 million for environmental capital improvements in fiscal
years 2000 and 2001. Environmental legislation and regulations have changed
rapidly in recent years and it is likely that the Company will be subject to
increasingly stringent environmental standards in the future. Although the
Company has budgeted capital expenditures for environmental matters, it is not
possible at this time to predict the amount of capital expenditures that may
ultimately be required to comply with all environmental laws and regulations.

            The Company accrues for losses associated with environmental
remediation obligations when such losses are probable and the amount of
associated costs is reasonable determinable. Accruals for estimated losses from



                                       11
<PAGE>   13
environmental remediation obligations generally are recognized no later than
completion of the engineering or feasibility study or the commitment to a formal
plan of action. These accruals may be adjusted as further information becomes
available or circumstances change. If recoveries of remediation costs from third
parties are probable, a receivable is recorded. As of September 30, 1999, the
Company determined that there were no environmental compliance or remediation
obligations requiring accruals in the accompanying financial statements.

            Under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), the U.S. Environmental Protection
Agency and the states have authority to impose liability on waste generators,
site owners and operators and others regardless of fault or the legality of the
original disposal activity. Other environmental laws and regulations may also
impose liability on the Company for conditions existing prior to the Company's
acquisition of the steel mill.

            At the time of the Company's acquisition of the steel mill, the
Company and USX identified certain hazardous and solid waste sites and other
environmental conditions which existed prior to the acquisition. USX has agreed
to indemnify the Company (subject to the sharing arrangements described below)
for any fines, penalties, costs (including costs of clean-up, required studies,
and reasonable attorneys' fees), or other liabilities for which the Company
becomes liable due to any environmental condition existing on the Company's real
property as of the acquisition date that is determined to be in violation of any
environmental law, is otherwise required by applicable judicial or
administrative action, or is determined to trigger civil liability (the
"Pre-existing Environmental Liabilities"). The Company has provided a similar
indemnity (but without the sharing arrangement described below) to USX for
conditions that may arise after the acquisition. Although the Company has not
completed a comprehensive analysis of the extent of the Pre-existing
Environmental Liabilities, such liabilities could be material.

            Under the acquisition agreement between the two parties, the Company
and USX agreed to share on an equal basis the first $20 million of costs
incurred by either party to satisfy any government demand for studies, closure,
monitoring, or remediation at specified waste sites or facilities or for other
claims under CERCLA or the Resource Conservation and Recovery Act. The Company
is not obligated to contribute more than $10 million for the clean-up of wastes
generated prior to the acquisition. The Company believes that it has paid the
full $10 million necessary to satisfy its obligations under the cost-sharing
arrangement. USX has advised the Company, however, of its position that a
portion of the amount paid by the Company may not be properly credited against
Geneva's obligations. Although the Company believes that USX's position is
without merit, there can be no assurance that this matter will be resolved
without litigation. The Company and USX have similarly had several disagreements
regarding the scope and actual application of USX's indemnification obligations.
The Company's ability to obtain indemnification from USX in the future will
depend on factors which may be beyond the Company's control and may be subject
to litigation.

ITEM 2.  PROPERTIES.

            The Company's principal properties consist of the approximately
1,400-acre site on which the steel mill and related facilities are located and
the Company's iron ore mines in southern Utah. The Company also leases from the
State of Utah, under a lease expiring in 2016, a site which includes a retention
pond. The retention pond is a significant part of the Company's water pollution
control facilities. Although the Company's facilities are generally suitable to
its needs, the Company believes that such facilities will continue to require
future improvements and additional modernization projects in order to remain
competitive. See Item 1. "Business--Capital Projects" and "-- Competition and
Other Market Factors."

ITEM 3.  LEGAL PROCEEDINGS.

            For information concerning the Company's Chapter 11 bankruptcy
filing, see Item 1. "Business - Recent Developments."

            In addition to the matters described under Item 1.
"Business--Environmental Matters", the Company is a party to routine legal
proceedings incidental to its business. In the opinion of management, after
consultation with its legal counsel, none of the proceedings to which the
Company is currently a party, with the exception of those



                                       12
<PAGE>   14
matters relating to the Company's Chapter 11 bankruptcy proceeding, are expected
to have a material adverse effect on the Company's financial condition or
results of operation.

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

            No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this Report.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

            The following table sets forth, for the periods indicated, the high
and low sales prices for the Class A Common Stock. Prices for fiscal year 1998
and the first two quarters of fiscal year 1999 were as reported on the NYSE
Composite Tape. Prices for the last two quarters of fiscal year 1999 reflect
quotations in the over-the-counter market maintained by the National Association
of Securities Dealers, as reported by financialweb.com on the Internet. Such
quotations reflect interdealer prices, without retail markup, markdown,
commissions or other adjustments and may not necessarily represent actual
transactions. Since the commencement of the Company's Chapter 11 bankruptcy
proceedings, the market for the Class A Common has been limited and the
quotations reported may not be indicative or prices that could be obtained in
actual transactions. The Company makes no representation as to how reflective
Internet stock quotes are of actual trading values.

<TABLE>
<CAPTION>
Fiscal Year Ended September 30, 1998              HIGH               LOW
<S>                                             <C>              <C>
      First Quarter ended December 31           $  3 7/8         $1 15/16
      Second Quarter ended March 31              3 11/16          1 15/16
      Third Quarter ended June 30                  4 1/4            2 1/4
      Fourth Quarter ended September 30            2 5/8           1 3/16
</TABLE>

<TABLE>
<CAPTION>
Fiscal Year Ended September 30, 1999                HIGH             LOW
<S>                                             <C>              <C>
      First Quarter ended December 31           $ 1 5/16         $  15/32
      Second Quarter ended March 31                  5/8             7/16
      Third Quarter ended June 30                    5/8             3/16
      Fourth Quarter ended September 30            13/32             7/32
</TABLE>

            As of November 30, 1999, the Company had 15,008,767 shares of Class
A Common Stock outstanding, held by 698 stockholders of record, and 18,451,348
shares of Class B Common Stock outstanding, held by five stockholders of record.
Shares of Class B Common Stock are convertible into shares of Class A Common
Stock at the rate of ten shares of Class B Common Stock for one share of Class A
Common Stock. There is no public market for the Class B Common Stock. In
connection with the Company's voluntary petition for relief under Chapter 11 of
the United States Bankruptcy Code, the NYSE and the Pacific Exchange, Inc.
delisted the Company from their respective exchanges. The Company's Class A
common stock has been quoted under the symbol "GNVSQ" in the over-the-counter
market maintained by the National Association of Securities Dealers.

            The Company currently anticipates that it will retain all available
funds to finance its capital expenditures and other business activities, and it
does not anticipate paying any cash dividends on the Common Stock in the
foreseeable future. In addition, the Company's credit facility and senior notes
restrict the amount of dividends that the Company may pay. Also, the Bankruptcy
Code generally prohibits the Company from making payments on unsecured,
pre-petition items. See Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and Note 3 of Notes to Consolidated Financial Statements included in
this Report.



                                       13
<PAGE>   15
ITEM 6.  SELECTED FINANCIAL DATA.

            The information required by this Item is incorporated by reference
to the Company's Annual Report to Shareholders for the fiscal year ended
September 30, 1999.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

            The information required by this Item is incorporated by reference
to the Company's Annual Report to Shareholders for the fiscal year ended
September 30, 1999.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

            The information required by this item is incorporated by reference
to the Company's Annual Report to Shareholders for the fiscal year ended
September 30, 1999.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

            The information required by this Item is incorporated by reference
to the Company's Annual Report to Shareholders for the fiscal year ended
September 30, 1999.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

            None.

                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

            The following table sets forth information with respect to the
executive officers and directors of the Company:

<TABLE>
<CAPTION>
NAME                         AGE       POSITION
----                         ---       --------
<S>                          <C>       <C>
Joseph A. Cannon .........   50        Chairman of the Board and Chief Executive Officer
Ken C. Johnsen ...........   41        Executive Vice President, General Counsel and Director
Dennis L. Wanlass ........   50        Vice President, Treasurer and Chief Financial Officer
Birchel S. Brown .........   59        Senior Vice President of Operations
Timothy R. Clark .........   35        Vice President of Customer Service
Carl E. Ramnitz ..........   52        Vice President of Human Resources
R. J. Shopf ..............   65        Director
Alan C. Ashton ...........   56        Director
K. Fred Skousen ..........   57        Director
Kevin S. Flannery ........   55        Director
Gregory T. Hradsky .......   39        Director
</TABLE>

            The following sets forth the background of each of the Company's
executive officers and directors, including the principal occupation of those
individuals for the past five years:

            JOSEPH A. CANNON has been a director of the Company since its
inception in February 1987, and has served as Chairman of the Board of Directors
from March 1987 to the present. Mr. Cannon served as President of the Company
from July 1987 to May 1991 and as Chief Executive Officer from July 1987 to July
1991. Following an absence from July 1991 to October 1992, Mr. Cannon returned
to the Company as Chief Executive Officer and has continued to serve in such
capacity. From February 1985 to September 1987, Mr. Cannon was engaged in the
private practice of law with Pillsbury, Madison & Sutro in its Washington, D.C.
office, specializing in environmental law. From May 1981 to February 1985, he
was employed in various capacities by and became Assistant Administrator of



                                       14
<PAGE>   16
the Environmental Protection Agency. As Assistant Administrator, Mr. Cannon was
responsible for the development, implementation and enforcement of federal air
quality and radiation regulations throughout the United States.

            KEN C. JOHNSEN has been Executive Vice President and General Counsel
of the Company since November 1997 and has served as Secretary of the Company
since February 1992. He served as Vice President and General Counsel from
November 1991 to November 1997 and as Manager of Special Projects for the
Company from February 1991 through October 1991. From 1986 to 1991, Mr. Johnsen
was engaged in the private practice of law with Parr Waddoups Brown Gee &
Loveless, specializing in corporate counseling and civil litigation. Mr. Johnsen
received his law degree from Yale Law School and a B.A. degree in Finance from
Utah State University.

            DENNIS L. WANLASS has been Vice President, Treasurer and Chief
Financial Officer of the Company since September 1989 and was Controller of the
Company from January 1988 to September 1989. Before joining the Company, Mr.
Wanlass was employed by Eastman Christensen, then a joint venture of Norton
Company and Texas Eastern, in various accounting and financial capacities. From
1970 to 1975, he was employed by KPMG, an international accounting and
consulting firm. Mr. Wanlass has a B.S. in Accounting from the University of
Utah and is a certified public accountant.

            BIRCHEL S. BROWN has been Senior Vice President of Operations since
August 1999. Mr. Brown was Senior Vice President of Steel and Wire Operations at
Northwestern Steel and Wire from April 1997 to August 1999. He served in many
operating capacities at Inland Steel including Manager of several operating
departments as well as Manager of the sales products office, from 1966 to 1992.
Mr. Brown has a Bachelor of Science degree from Purdue University in Industrial
Management and a Master of Business Administration degree from the University of
Chicago.

            TIMOTHY R. CLARK has been Vice President of Customer Service since
August 1999. From May 1997 to August 1999, he was Vice President of
Manufacturing. He has been employed by the Company since 1993 and has served in
several other positions, including Project Manager--Plate Finishing and
Shipping, Director of Corporate Communications, Director--Delta Project and
Assistant to the President. Mr. Clark obtained a B.A. from Brigham Young
University, an M.A. from the University of Utah and a Ph.D. from Oxford
University.

            CARL E. RAMNITZ has been Vice President of Human Resources since
October 1988 and was Vice President of Human Resources and Public Affairs of the
Company from September 1987 to September 1988. Prior to joining the Company, he
was employed by USX for 18 years in various employment and labor related
capacities, most recently as Manager of Employee Relations for the Geneva Steel
plant before it was acquired by the Company and for USX's Pittsburgh, California
steel plant.

            R. J. SHOPF has been a director of the Company since September 1989
and served as an independent advisor to the Company from March 1988 to September
1989. Mr. Shopf currently serves as the Chairman of the Board for companies
which own and operate two Ruth's Chris Steak Houses and the Montgomery Inn
Restaurant in Indianapolis. Mr. Shopf is a director of Qualitech Steel. He is
also the President of Southwest Business Associates, a consulting company (a
position which he previously held from 1984 to February 1988, and from January
1989 to October 1992), and has served in this capacity since August 1994. Mr.
Shopf served as President and Chief Executive Officer of Pioneer Chlor Alkali,
Inc. ("Pioneer") from August 1993 until August 1994. Mr. Shopf also served as
President of Imperial West Chemical Company, an affiliate of Pioneer, from
January 1992 until August 1994, and as President of All Pure Chemical Company,
also an affiliate of Pioneer, from October 1992 until August 1994. Mr. Shopf
obtained an MBA degree from the Harvard Graduate School of Business
Administration in 1959.

            ALAN C. ASHTON has been a director of the Company since November
1996. Dr. Ashton co-founded the former WordPerfect Corporation ("WordPerfect"),
a software applications company. Dr. Ashton served as an executive officer and a
director of WordPerfect and its subsidiaries for over five years, including as
Co-Chairman of the Board of Directors of WordPerfect from January through June
1994, and as President and Chief Executive Officer of WordPerfect from January
1993 through December 1993. He served as a director of Novell, Inc. from June
1994 until he resigned in December 1996. Dr. Ashton and his wife, Karen, are
co-founders of Thanksgiving Point in Lehi, Utah. He is currently serving on the
Board of Directors for Infobases, Deseret Management for Deseret Book, Brigham
Young University's Lighting the Way Campaign, and the Division of Business and
Economic Development and several other boards.



                                       15
<PAGE>   17
            K. FRED SKOUSEN is currently Advancement Vice President of Brigham
Young University. Formerly, he was the Dean of the Marriott School of Management
at BYU for nine years. Prior to that, Dr. Skousen held the Peat Marwick Mitchell
Professorship and, from 1974 to 1983, served as Director of the School of
Accountancy at BYU. Dr. Skousen is a certified public accountant.

            KEVIN S. FLANNERY has been, since 1993, President of Whelan
Financial Corp., a New York company engaged in management of investments. He
previously served as Senior Managing Director of Bear Stearns, an investment
banking firm, for 16 years.

            GREGORY T. HRADSKY is the President of Bellport Capital Corp., a
private investment company, which was founded in May 1998. Mr. Hradsky was
Managing Director of UBS Securities LLC, a New York based investment banking
firm from 1991 to 1998. Prior to that, Mr. Hradsky was a member of the
Distressed Securities Group and High Yield Research Department at The First
Boston Corporation from 1988 to 1991. He began his career at T. Rowe Price
Associates in 1983. Mr. Hradsky received an MBA in Finance from the Wharton
School in 1988 and a BA from Loyola College in 1982.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

            Section 16(a) of the Exchange Act requires the Company's executive
officers and directors to file initial reports of ownership and reports of
changes in ownership with the SEC. Executive officers and directors are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that all required forms were timely filed during
the past fiscal year.

ITEM 11.   EXECUTIVE COMPENSATION.

            The compensation of Joseph A. Cannon, the Company's Chief Executive
Officer, and the four other most highly paid executive officers (collectively,
the "Named Executive Officers") is discussed in the following tables and in a
report from the Compensation Committee of the Board of Directors.

SUMMARY COMPENSATION TABLE

            The following table sets forth, for the fiscal years ended September
30, 1999, 1998 and 1997, the compensation paid to the Named Executive Officers.

<TABLE>
<CAPTION>
                                                                                                 LONG-TERM COMPENSATION
                                                                                 -------------------------------------------------
                                               ANNUAL COMPENSATION                            AWARDS               PAYOUTS
                                 ---------------------------------------------   --------------------------  ---------------------
                                                                                  RESTRICTED     SECURITIES              ALL OTHER
                                                                  OTHER ANNUAL       STOCK       UNDERLYING     LTIP       COMPEN-
             NAME AND                      SALARY       BONUS     COMPENSATION      AWARD(S)       OPTIONS    PAYOUTS      SATION
        PRINCIPAL POSITION       YEAR      ($)(1)       ($)(2)        ($)            ($)(3)        (#)(4)       ($)        ($)(5)
        ------------------       ----      ------       ------    ------------    ----------     ----------   -------    ---------
<S>                              <C>       <C>          <C>       <C>             <C>            <C>          <C>        <C>
Joseph A. Cannon                 1999      482,748          --       13,292            --             --         --        19,563
Chief Executive                  1998      487,724       44,201      12,430            --           68,771       --        17,980
Officer                          1997      463,337       50,932      13,858            --          100,000       --        16,726

Ken C. Johnsen                   1999      271,076          --                         --             --         --        19,453
Executive Vice President and     1998      275,010       24,455       8,859            --           31,589       --        16,724
General Counsel                  1997      200,220       21,886       9,073            --           50,000       --        14,021


Dennis L. Wanlass                1999      194,505          --        7,122            --             --         --        18,716
Vice President and               1998      196,275       17,788       5,757            --           29,627       --        17,837
Chief Financial Officer          1997      186,461       20,497       9,073            --           84,500       --        15,650
</TABLE>



                                       16
<PAGE>   18
<TABLE>
<CAPTION>
                                                                                                 LONG-TERM COMPENSATION
                                                                                 -------------------------------------------------
                                               ANNUAL COMPENSATION                            AWARDS               PAYOUTS
                                 ---------------------------------------------   --------------------------  ---------------------
                                                                                  RESTRICTED     SECURITIES              ALL OTHER
                                                                  OTHER ANNUAL       STOCK       UNDERLYING     LTIP       COMPEN-
             NAME AND                      SALARY       BONUS     COMPENSATION      AWARD(S)       OPTIONS    PAYOUTS      SATION
        PRINCIPAL POSITION       YEAR      ($)(1)       ($)(2)        ($)            ($)(3)        (#)(4)       ($)        ($)(5)
        ------------------       ----      ------       ------    ------------    ----------     ----------   -------    ---------
<S>                              <C>       <C>          <C>       <C>             <C>            <C>          <C>        <C>
Carl E. Ramnitz                  1999      172,073        --         3,466            --             --         --        16,850
Vice President of                1998      173,838      15,615         474            --           22,383       --        20,391
Human Resources                  1997      149,991      16,483       2,128            --           36,600       --        13,228

Timothy R. Clark                 1999      137,598        --           --             --             --         --        12,493
Vice President of Customer       1998      140,005      12,559         --             --           22,000       --        13,228
Service                          1997       94,239       9,861         --             --           20,000       --         4,489
</TABLE>

----------

(1)         Includes compensation deferred or accrued at the election of the
            Named Executive Officer under the Company's Management Employee
            Savings and Pension Plan (the "Management Plan").

(2)         Represents payments under the Company's Performance Dividend Plan in
            such years. Amounts for fiscal years 1998 and 1997 represent only
            Performance Dividend Payments payable to all management and union
            employees based upon the Company's volume of product shipments. No
            discretionary bonuses were paid

(3)         None of the Named Executive Officers received any restricted stock
            awards during the three years presented, nor did any of them hold
            any such stock as of September 30, 1999.

(4)         1997 option grants represent new options granted on February 20,
            1997 and the repricing on March 26, 1997 of options granted to the
            Named Executive Officers in fiscal year 1991. The number of
            replacement options reflected as 1997 grants are as follows: Robert
            J. Grow, 33,000; Dennis L. Wanlass, 39,500 and Carl E. Ramnitz,
            6,600.

(5)         Includes contributions made by the Company pursuant to the
            Management Plan and the dollar value of premiums paid by the Company
            pursuant to the Company's split dollar life insurance plan. For
            fiscal year 1999, such amounts were as follows: Joseph A. Cannon,
            $15,983 Company contributions, $3,580 insurance premiums; Ken C.
            Johnsen, $17,129 Company contributions, $2,324 insurance premiums;
            Dennis L. Wanlass, $15,279 Company contributions, $3,437 insurance
            premiums; Carl E. Ramnitz, $12,909 Company contributions, $3,941
            insurance premiums and Timothy R. Clark, $12,493 Company
            contributions.

OPTION GRANTS IN LAST FISCAL YEAR

            The Company made no grants of stock options to the Named Executive
Officers during the fiscal year ended September 30, 1999. The Company did not
grant any stock appreciation rights during the fiscal year ended September 30,
1999.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

            The following table sets forth information with respect to the
exercise of options to acquire shares of the Company's Class A Common Stock by
the Named Executive Officers during the fiscal year ended September 30, 1999, as
well as the aggregate number and value of unexercised options held by the Named
Executive Officers on September 30, 1999.


<TABLE>
<CAPTION>
                                                            NUMBER OF SECURITIES UNDERLYING             VALUE OF UNEXERCISED
                                                                  UNEXERCISED OPTIONS                  IN-THE-MONEY OPTIONS AT
                             SHARES                             AT SEPTEMBER 30, 1999(#)                SEPTEMBER 30, 1999($)
                            ACQUIRED            VALUE      ----------------------------------    ----------------------------------
         NAME           ON EXERCISE (#)      REALIZED ($)  EXERCISABLE          UNEXERCISABLE    EXERCISABLE          UNEXERCISABLE
         ----           ---------------      ------------  -----------          -------------    -----------          -------------
<S>                     <C>                  <C>           <C>                  <C>              <C>                  <C>
Joseph A. Cannon               --                 --         126,800                65,971          $  --                $  --
Ken C. Johnsen                 --                 --         117,000                31,589             --                   --
</TABLE>



                                       17
<PAGE>   19
<TABLE>
<CAPTION>
                                                            NUMBER OF SECURITIES UNDERLYING             VALUE OF UNEXERCISED
                                                                  UNEXERCISED OPTIONS                  IN-THE-MONEY OPTIONS AT
                             SHARES                             AT SEPTEMBER 30, 1999(#)                SEPTEMBER 30, 1999($)
                            ACQUIRED            VALUE      ----------------------------------    ----------------------------------
         NAME           ON EXERCISE (#)      REALIZED ($)  EXERCISABLE          UNEXERCISABLE    EXERCISABLE          UNEXERCISABLE
         ----           ---------------      ------------  -----------          -------------    -----------          -------------
<S>                     <C>                  <C>           <C>                  <C>              <C>                  <C>
Dennis L. Wanlass              --                 --         120,300                28,827           --                    --
Carl E. Ramnitz                --                 --          64,300                22,183           --                    --
Timothy R. Clark               --                 --          25,000                19,500           --                    --
</TABLE>



DIRECTOR COMPENSATION

            Directors who are not employees of the Company are paid a director's
fee of $22,000 per year for serving on the Board of Directors, $3,000 per year
for serving as chairman of any committee, $1,500 for each Board meeting
attended, $750 for each telephonic board meeting, and $1,000 for each committee
meeting attended. Directors may also receive a fee of between $750 and $1,000
per day for other significant service to the Company. Mr. Shopf serves as
outside "lead" director for which he receives an additional $12,000 per year.
All directors are also reimbursed by the Company for their out-of-pocket travel
and related expenses incurred in attending all Board and committee meetings.

            Under the Geneva Steel Company 1996 Incentive Plan (the "Incentive
Plan"), each nonemployee director is granted an option to purchase 4,000 shares
of the Company's Class A Common Stock upon appointment or election and each
nonemployee director who is serving on the first business day on or after
January 1 of each calendar year is granted an option to purchase 2,000 shares.
Options are exercisable for ten years at the fair market value of the shares on
the date of grant and are subject to a vesting schedule.

            In addition, each nonemployee director who serves for not less than
five years receives a deferred compensation payment in each of the five years
after termination of service in the amount of the retainer paid to such director
for services as a director during the year preceding termination of such
services. If a nonemployee director's service is terminated prior to five years
of service by reason of death or disability, deferred compensation is paid for a
period equal to the period for which the director served.

COMPENSATION COMMITTEE REPORT

            This Report of the Compensation Committee (the "Committee") of the
Board of Directors describes the overall compensation goals and policies
applicable to the executive officers of Geneva, including the bases for
determination of the compensation of executive officers for fiscal year 1999.
The Report also discusses the setting of 1999 compensation of Mr. Cannon. The
term "Executive Officers" is used below to refer to the executive officers of
Geneva other than Mr. Cannon.

            Composition and Functions of the Committee. The Compensation
Committee of the Board of Directors of Geneva is comprised entirely of
independent, nonemployee directors. Subject to any action which may be taken by
the full Board of Directors, the Board has delegated to the Committee the
authority:

            - To determine the compensation of Joseph A. Cannon, Chairman of the
Board and Chief Executive Officer of Geneva, including discretionary bonuses;



                                       18
<PAGE>   20
            - To approve, upon recommendations by Mr. Cannon, the compensation
arrangements of Executive Officers of Geneva, including the Named Executive
Officers identified in the Summary Compensation Table above; and

            - To carry out the duties and responsibilities of the Board of
Directors regarding Geneva's other compensation plans, including administering
and making awards under Geneva's option plans to Mr. Cannon, the Executive
Officers and other managers and key employees of Geneva.

            Compensation Philosophy and Objectives. The Committee believes that
compensation of Geneva's executive officers should be set at a competitive level
and be based upon the Company's overall financial performance, achievement of
strategic goals, and individual performance, with a view toward increasing the
value of the Company. Within this overall philosophy, the following principles
guide Geneva's compensation policies for executive officers:

            - Provide competitive levels of compensation that enable Geneva to
attract and retain experienced, talented executive officers;

            - Compensate executive officers based on the Company's progress
toward achievement of its short and long-term strategic and financial goals;

            - Compensate executive officers based on the performance of the
individual executive officer, and his contribution to the Company's performance;
and

            - Maintain and strengthen the incentive for executive officers to
increase the value of the Company.

The Committee believes that adherence to these objectives is essential to
attracting and retaining highly-qualified officers whose contributions are
necessary for the growth and success of Geneva. The Compensation Committee has
also relied on compensation surveys of executives with comparable
responsibilities at peer companies. These surveys have been prepared at periodic
intervals by the compensation consulting firm of William E. Mercer. Information
concerning the specific implementation of these policies in the 1999
compensation arrangements of the Executive Officers and Mr. Cannon is provided
below. The Committee believes that the $1.0 million compensation deduction cap
promulgated under the Internal Revenue Code currently has no effect on the
Company's compensation policies.

            Annual Salaries. Salaries of Executive Officers are generally
reviewed on an annual basis at the end of the fiscal year and adjustments made
based on the Committee's subjective evaluation of the individual's performance
and the Company's performance, taking into account both qualitative and
quantitative factors. Among the factors considered by the Committee have been
the recommendations of Mr. Cannon and the importance of retaining key Executive
Officers. Subject to Board approval, the Committee makes compensation decisions
concerning the Executive Officers. Salary levels for fiscal year 1999 were not
increased because, in the Committee's judgment, increases would not be
appropriate in light of the Company's financial situation. The Committee also
concluded that, in light of the Company's Chapter 11 filing and the need to
retain its Executive Officers through a critical period in the Company's
history, a decrease in salary levels would not be appropriate despite the
Company's recent financial performance.

            Incentive Bonuses. In fiscal 1999, Geneva made no awards under the
Performance Dividend Plan (the "Performance Plan") established in June 1993. The
Performance Plan provides for the monthly payment of additional cash
compensation as a percentage of base compensation to all management employees
based upon the Company's product shipments. Cash payments made to Executive
Officers under the Performance Plan are determined according to the same formula
used to determine payments to all other management employees. No discretionary
bonuses were paid to any Executive Officers.

            Stock Options. The Company's Incentive Plan and Key Employee Plan
permit the award of options to purchase Class A Common Stock to executive
officers, managers and key employees. The award of stock options is intended to
align the interests of Executive Officers with the shareholders by providing the
Executive Officers with an incentive to bring about increases in the price of
Class A Common Stock. Geneva's general policy is to award options to purchase
Class A Common Stock at a price that equals or exceeds market price on the date
of grant.



                                       19
<PAGE>   21
Accordingly, the Executive Officers derive a financial benefit from an option
only if the price of Class A Common Stock increases. With one exception, options
grants have not had performance contingencies, but realization of the value
provided through the options has generally required the Executive Officer to
remain employed by Geneva until the options vest. Historically, options have
vested at the rate of 40 percent of the underlying shares at the end of two
years following the grant and an additional 20 percent each year thereafter. The
Committee modified the vesting schedule of options granted in fiscal 1997 and
1998 so that 50 percent become vested after one year and the balance after two
years. The modification to the vesting schedule was made in recognition of the
historical volatility of the Company's Common Stock and a desire to increase the
incentive represented by the grant of stock options to Executive Officers. The
options are generally exercisable for ten years from the date of grant at a
price equal to 100 percent of the fair market value of the underlying shares on
such date. Because Mr. Cannon beneficially owns more than 10 percent of the
voting power of the Company, applicable tax laws require that incentive stock
options granted to him must be exercisable for no more than five years at a
price equal to 110 percent of the fair market value on the date of grant.

            In fiscal 1999, the Company made no awards of options to purchase
Class A Common Stock to Executive Officers of the Company. Given the Company's
Chapter 11 filing, the Compensation Committee determined that the granting of
options would not be appropriate at that time.

            In connection with the Company's Chapter 11 proceeding, the
Compensation Committee formulated and adopted a Key Employee Retention Program
(the "Program"), which was approved by the Company's board of directors. The
Program covers the Executive officers (which for purposes of the Program
includes the corporate controller) and approximately thirty other employees. The
purpose of the program is to encourage the covered employees to remain with the
Company through its emergence from Chapter 11. The Committee determined that the
Program is in the best interest of the Company because of the need to retain a
strong management team and continuity throughout the pendency of the proceeding.
The Program was designed to accomplish this purpose through payment of an
emergence bonus and the provision of certain severance protection. These
benefits are intended to encourage employees to remain with the Company despite
the personal and career uncertainties created by the bankruptcy filing. The
Program provides a severance benefit of 50% of annual salary to Executive
Officers terminated without cause prior to consummation of a plan of
reorganization and a benefit of 75% of annual salary if terminated within 90
days after consummation of a plan. Executive officers who remain with the
Company through consummation of the Plan of Reorganization will receive an
emergence bonus of 50% of annual salary, payable 50% in cash and 50% in stock of
the reorganized company. (Mr. Cannon's bonus is paid 100% in stock). Employees,
other than the Executive officers who remain with the Company, through
consummation of a plan of reorganization will receive an emergence bonus equal
to 25% of annual salary payable in cash, and are covered by the Company's
pre-existing severance program.

            Compensation of Chief Executive Officer. For the reasons discussed
above with respect to the Executive Officers, there was no increase or decrease
in Mr. Cannon's base salary in fiscal 1999. During the 1999 fiscal year, Mr.
Cannon did not receive additional compensation pursuant to the Performance Plan,
based upon the formula applicable to all Executive Officers and management
employees. Mr. Cannon was not granted options for the purchase of shares of
Class A Common Stock for the reasons stated above with respect to the Executive
Officers. Mr. Cannon did not receive a discretionary bonus.

            Other Compensation Plans. The Company maintains insurance and
retirement agreements with certain of its Executive Officers and managers,
including Mr. Cannon and the Named Executive Officers, which provide for payment
of a death benefit (net of premiums paid and recovered by the Company) to a
designated beneficiary or for payment of a retirement benefit upon reaching age
62. Geneva also has a number of other broad-based employee benefit plans in
which Executive Officers participate on the same terms as other employees
meeting the eligibility requirements, subject to any legal limitations on
amounts that may be contributed to or benefits payable under the plans.

            Submitted by the Compensation Committee of the Board of Directors:

                                                    R.J. Shopf
                                                    K. Fred Skousen
                                                    Alan C. Ashton



                                       20
<PAGE>   22
PERFORMANCE GRAPH

            The following graph shows a comparison of cumulative total
shareholder return on the Company's Class A Common Stock, calculated on a
dividend reinvested basis, from September 30, 1994 through September 30, 1999,
compared with the S&P 500 Index and the S&P Steel Index.



                                     [GRAPH]


<TABLE>
<CAPTION>
                               SEP-94      SEP-95      SEP-96      SEP-97      SEP-98     SEP-99
<S>                            <C>         <C>         <C>         <C>         <C>        <C>
Geneva Steel                    $100        $ 44        $ 17        $ 20        $  7        $  1

S&P(R) 500                      $100        $130        $156        $219        $239        $305

S&P(R) Iron & Steel Index       $100        $ 70        $ 68        $ 78        $ 56        $ 60
</TABLE>



                                       21
<PAGE>   23
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth information as of November 30, 1999
with respect to the beneficial ownership of shares of the Class A Common Stock
and Class B Common Stock by each person known by the Company to be the
beneficial owner of more than 5 percent of either of such classes of Common
Stock, by each director or nominee, by each of the Named Executive Officers, and
by all directors and officers as a group. The number of Class A Shares listed
below does not include Class A Shares issuable upon conversion of Class B
Shares. Unless otherwise noted, each person named has sole voting and investment
power with respect to the shares indicated. The percentages set forth below have
been computed based on the number of outstanding securities, excluding treasury
shares held by the Company, and are based on 15,008,767 shares of Class A Common
Stock and 18,451,348 shares of Class B Common Stock.


<TABLE>
<CAPTION>
                                                                                 BENEFICIAL OWNERSHIP
                                                                               AS OF NOVEMBER 30, 1999*
                                                                        --------------------------------------
                                                                         NUMBER OF           PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER                                       SHARES          CLASS OUTSTANDING
                                                                        ------------    ----------------------
<S>                                                                     <C>             <C>
CLASS A COMMON STOCK:
Joseph A. Cannon....................................................      129,956(3)              **
Ken C. Johnsen......................................................      117,000(1)              **
Carl E. Ramnitz.....................................................       64,300(1)              **
Timothy R. Clark....................................................       25,000(1)              **
Dennis L. Wanlass...................................................      120,300(1)              **
Alan C. Ashton......................................................       52,800                 **
R. J. Shopf.........................................................       17,800(2)              **
K. Fred Skousen.....................................................        5,300(2)              **
Kevin S. Flannery...................................................        2,800(2)              **
Gregory T. Hradsky..................................................        2,800(2)              **
All directors and officers as a group (11 persons)..................      535,556(4)

CLASS B COMMON STOCK(5):
Joseph A. Cannon....................................................    9,442,204(6)             51.2
Robert J. Grow......................................................    8,855,319                48.0
All directors and officers as a group (1 persons)...................    9,442,204                99.2
</TABLE>


----------

*     Beneficial ownership as a percentage of the class for each person holding
      options exercisable within 60 days has been calculated as though shares
      subject to such options were outstanding, but such shares have not been
      deemed outstanding for the purpose of calculating the percentage of the
      class owned by any other person.

**    Less than 1% of outstanding shares.

(1)   Subject to presently exercisable options.

(2)   Includes 2,800 shares subject to presently exercisable options.

(3)   Includes 3,156 shares held by Riverwood Limited Partnership, of which
      Joseph A. Cannon is general partner, and 126,800 shares subject to
      presently exercisable options.

(4)   Includes 467,400 shares subject to presently exercisable options.

(5)   The Class B Common Stock is convertible into Class A Common Stock at a
      rate of ten shares of Class B Common Stock for one share of Class A Common
      Stock. If they were to convert their shares of Class B Common Stock into
      shares of Class A Common Stock, Mr. Cannon would beneficially own
      1,074,176 shares of Class A Common Stock (including shares owned by
      Riverwood Limited Partnership). In the event of such conversions, Mr.
      Cannon would own 5.9% of the outstanding Class A Common Stock.

(6)   Includes 828,013 shares held by Riverwood Limited Partnership, of which
      Joseph A. Cannon is general partner.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            On September 27, 1996, the Company entered into an agreement to loan
up to $500,000 to Joseph A. Cannon, its Chief Executive Officer. On September
27, 1996, October 4, 1996 and December 23, 1996, the Company loaned $250,000,
$210,000 and $40,000, respectively. On February 13, 1997, the Company authorized
an increase in the loan amount to $700,000 and advanced an additional $200,000.
The loans were evidenced by promissory notes bearing interest at the rate of
8.53% and payable at the earlier of September 27, 1997 or demand



                                       22
<PAGE>   24
for repayment by the Company. The loans were secured by interests in real and
personal property owned by the Chief Executive Officer and an affiliated entity.
On October 17, 1997, the Chief Executive Officer paid $240,000 on the loans and
the payment date of the loans was extended to April 30, 1998. On December 17,
1997, the Chief Executive Officer paid an additional $400,000 on the loans. On
November 24, 1998, the remaining balance was paid by the Chief Executive
Officer.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K.

            (a)   Documents Filed:

                  1.   Financial Statements. The following Financial Statements
                       of the Company and Report of Independent Public
                       Accountants included in the Company's Annual Report to
                       Shareholders for the fiscal year ended September 30, 1999
                       are incorporated by reference in Item 8 of this Report:

                       -           Report of Independent Public Accountants

                       -           Balance Sheets at September 30, 1999 and
                                   1998

                       -           Statements of Operations for the years ended
                                   September 30, 1999, 1998 and 1997

                       -           Statements of Stockholders' Equity (Deficit)
                                   for the years ended September 30, 1999, 1998
                                   and 1997

                       -           Statements of Cash Flows for the years ended
                                   September 30, 1999, 1998 and 1997

                       -           Notes to Financial Statements

                  2.   Financial Statement Schedule. The following Financial
                       Statement Schedule of the Company for the years ended
                       September 30, 1999, 1998 and 1997 is filed as part of
                       this Report and should be read in conjunction with the
                       Company's Financial Statements and Notes thereto:

                       Schedule                                             Page

                       II -  Valuation and Qualifying Accounts               29

                       Financial statements and schedules other than those
                       listed are omitted for the reason that they are not
                       required or are not applicable, or the required
                       information is shown in the Financial Statements or Notes
                       thereto, or contained in this Report.

            (b)   Reports on Form 8-K

                  None.



                                       23
<PAGE>   25
            (c)         Exhibits

<TABLE>
<CAPTION>
   EXHIBIT                                                                                  INCORPORATED      FILED
     NO.                                        EXHIBIT                                     BY REFERENCE     HEREWITH
   -------                                      -------                                     ------------     --------
<S>                 <C>                                                                     <C>              <C>
     3.1            Revised Articles of Incorporation of the Registrant                         (1)

     3.2            Articles of Amendment dated February 17, 1993 to the                        (2)
                    Registrant's Revised Articles of Incorporation

     3.3            Articles of Amendment dated March 12, 1993 to the Registrant's              (3)
                    Revised Articles of Incorporation

     3.4            Restated Bylaws of the Registrant                                           (4)

     4.1            Specimen Certificate of the Registrant's Class A Common Stock,              (1)
                    no par value

     4.2            Specimen Certificate of the Registrant's Series B Preferred Stock,          (5)
                    no par value

     4.3            Rights Agreement dated as of May 19, 1997, between Registrant               (6)
                    and Rights Agent

    10.1            Asset Sales Agreement between USX and the Registrant dated as               (1)
                    of June 26, 1987, as Amended and Restated August 31, 1987

    10.2            Registration Rights Agreement among the signatories listed on the           (1)
                    signature pages thereof and the Registrant dated November 6,
                    1989

    10.3            License Agreement between ENSR Corporation and the Registrant               (1)
                    dated December 8, 1988

    10.4            Amended and Restated Sales Representation Agreement between                 (4)
                    Mannesmann Pipe & Steel Corporation and the Registrant dated
                    October 30, 1998

    10.5            Geneva Steel Key Employee Plan                                              (7)

    10.6            Amendment to Geneva Steel Key Employee Plan dated May 12,                   (8)
                    1991

    10.7            Form of Non-Statutory Stock Option Agreement                                (1)

    10.8            Management Employee Savings and Pension Plan, as Amended                    (9)
                    and Restated generally effective January 1, 1994, dated as of July
                    3, 1995

    10.9            Amendment No. 1 to the Geneva Steel Management Employee                     (10)
                    Savings and Pension Plan, effective as of January 1, 1997, dated
                    June 25, 1997

   10.10            Form of revised Executive Split Dollar Insurance Agreement                  (11)

   10.11            Form of revised Executive Supplemental Retirement Agreement                 (11)

   10.12            Union Employee Savings and Pension Plan, as Amended and                     (12)
                    Restated effective January 1, 1995, dated as of August 13, 1997

   10.13            Collective Bargaining Agreement between United Steelworkers of              (4)
                    America and the Registrant ("Collective Bargaining Agreement")
                    dated May 1, 1998
</TABLE>



                                       24
<PAGE>   26
<TABLE>
<CAPTION>
   EXHIBIT                                                                                  INCORPORATED      FILED
     NO.                                        EXHIBIT                                     BY REFERENCE     HEREWITH
   -------                                      -------                                     ------------     --------
<S>                 <C>                                                                     <C>              <C>
    10.14           Agreement between Union Carbide Industrial Gases, Inc. and the                (7)
                    Registrant dated July 12, 1990, as amended August 3, 1990
                    (the "Union Carbide Agreement")

    10.15           Amendment to the Union Carbide Agreement dated December 1,                   (11)
                    1992

    10.16           Oxygen Supply Agreement between Air Liquide America                          (12)
                    Corporation and the Registrant dated June 10, 1997

    10.17           Coilbox License Agreement between Stelco Technical Services                   (1)
                    Limited and the Registrant dated August 23, 1989

    10.18           License Agreement for the K-OBM Process between                               (1)
                    Klockner Contracting and Technologies GmbH and the Registrant
                    dated November 25, 1989

    10.19           Special Use Lease Agreement No. 897 between the State of Utah                (11)
                    and the Registrant dated January 13, 1992 and Amendment thereto
                    dated June 19, 1992

    10.20           Indenture dated as of January 15, 1994 between the Registrant and            (13)
                    Bankers Trust Company, as Trustee, including a form of 9 1/2%
                    Senior Note due 2004

    10.21           Indenture dated as of March 15, 1993 between the Registrant and               (3)
                    The Bank of New York, as Trustee, including a form of 11 1/8%
                    Senior Note due 2001

    10.22           License Agreement relating to the desulfurization process between             (1)
                    BS&B Engineering Company, Inc. and the Registrant dated March
                    1, 1990

    10.23           Lo-Cat(R) Licensing Agreement between ARI Technologies, Inc.                  (7)
                    and the Registrant dated April 16, 1990

    10.24           Agreement relating to the closure of hazardous waste surface                  (7)
                    impoundments between USX Corporation, the Registrant and
                    Duncan Lagnese Associates, Incorporated dated October 22, 1990

    10.25           Agreement for Sale and Purchase of Coke between the Registrant               (14)
                    and Pacific Basin Resources (a division of Oxbow Carbon and
                    Minerals, Inc.) dated April 29, 1994 (the "Oxbow Coke
                    Agreement")

    10.26           First Amendment to the Oxbow Coke Agreement dated April 11,                  (15)
                    1996

    10.27           Agreement for the Sale and Purchase of Coal between the                      (16)
                    Registrant and Oxbow Carbon and Minerals, Inc. dated February
                    19, 1996, effective as of April 1, 1994

    10.28           Warrant Agreement dated as of March 16, 1993 between the                      (2)
                    Registrant and The Bank of New York, as Warrant Agent

    10.29           Form of Indenture between the Registrant and the Trustee                      (3)
                    thereunder related to the Exchange Debentures, including a form
                    of Exchange Debenture
</TABLE>



                                       25


<PAGE>   27
<TABLE>
<CAPTION>
   EXHIBIT                                                                                  INCORPORATED      FILED
     NO.                                        EXHIBIT                                     BY REFERENCE     HEREWITH
   -------                                      -------                                     ------------     --------
<S>                 <C>                                                                     <C>              <C>
   10.30            Industrial Gas Supply Agreement between Air Liquide America                  (17)
                    Corporation and Geneva Steel dated June 8, 1995

   10.31            Geneva Steel Company 1996 Incentive Plan                                     (18)

   10.32            Form of Employment Agreement between Registrant and Certain                  (12)
                    Executive Officers

   10.33            Loan and Security Agreement by and between Congress Financial                (19)
                    Corporation and Geneva Steel Company as Debtor and Debtor-in-
                    Possession as Borrower, dated February 19, 1999

   10.34            Amendment No. 1 to Loan and Security Agreement by and                        (20)
                    between Congress Financial Corporation and Geneva Steel
                    Company as Debtor and Debtor-in-Possession as Borrower, dated
                    July 31, 1999

   10.35            Letter Agreement between USX Corporation and Registrant                                     X
                    related to Taconite Pellet Supply, dated December 16, 1999

     13             Selected portions of the Registrant's Annual Report to                                      X
                    Shareholders for the year ended September 30, 1999 which are
                    incorporated by reference in Parts II and IV of this Report

     23             Consent of Arthur Andersen LLP, independent public accountants                              X

     27             Financial Data Schedule                                                                     X
</TABLE>


            ----------

            (1)         Incorporated by reference to the Registration Statement
                        on Form S-1 dated March 27, 1990, File No. 33-33319.

            (2)         Incorporated by reference to the Registration Statement
                        on Form S-3 dated June 16, 1993, File No. 33-64548.

            (3)         Incorporated by reference to the Registration Statement
                        on Form S-4 dated April 15, 1993, File No. 33-61072.

            (4)         Incorporated by reference to the Annual Report on Form
                        10-K for the year ended September 30, 1998.

            (5)         Incorporated by reference to the Registration Statement
                        on Form S-4 dated August 9, 1993, File No. 33-61072.

            (6)         Incorporated by reference to Exhibit 99.1 of the
                        Registration Statement on Form 8-A filed on November 21,
                        1997.

            (7)         Incorporated by reference to the Registration Statement
                        on Form S-1 dated November 5, 1990, File No. 33-37238.

            (8)         Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1991.

            (9)         Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1995.



                                       26
<PAGE>   28
            (10)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended June 30, 1997.

            (11)        Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1992.

            (12)        Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1997.

            (13)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended December 31,
                        1993.

            (14)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended June 30, 1994.

            (15)        Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1996.

            (16)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended March 31, 1996.

            (17)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended June 30, 1995.

            (18)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended March 31, 1997.

            (19)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended December 31, 1998

            (20)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended June 30, 1999

(d)         Financial Statement Schedule

            See page 29 herein.



                                       27
<PAGE>   29
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Geneva Steel Company:

            We have audited in accordance with generally accepted auditing
standards, the financial statements incorporated by reference in Item 8 of this
Form 10-K, and have issued our report thereon dated December 20, 1999. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in Item 14(a)2 is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Salt Lake City, Utah
December 20, 1999



                                       28
<PAGE>   30
                              GENEVA STEEL COMPANY
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                        Additions
                                         Balance at     Charged to     Deductions,      Balance
                                          Beginning     Costs and        Net of         at End
Description                               of Year        Expenses      Recoveries       of Year
-----------                              ----------     ----------     ----------       -------
<S>                                      <C>            <C>            <C>              <C>
Year Ended September 30, 1999
 Allowance for doubtful accounts ......   $ 6,411        $ 8,775        $(4,274)        $10,912
                                          =======        =======        =======         =======

Year Ended September 30, 1998
  Allowance for doubtful accounts .....   $ 4,564        $ 6,923        $(5,076)        $ 6,411
                                          =======        =======        =======         =======

Year Ended September 30, 1997
   Allowance for doubtful accounts ....   $ 4,031        $ 6,558        $(6,025)        $ 4,564
                                          =======        =======        =======         =======
</TABLE>



                                       29


<PAGE>   31
                                   SIGNATURES

            Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on
December 28, 1999.


                                       GENEVA STEEL Company

                                       By: /s/ Joseph A. Cannon
                                           -------------------------------------
                                           Joseph A. Cannon, Chairman of the
                                           Board and Chief Executive Officer

            Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
             Signature                         Title                                    Date
             ---------                         -----                                    ----
<S>                             <C>                                               <C>
/s/ Joseph A. Cannon            Chairman of the Board and Chief                   December 28, 1999
----------------------------    Executive Officer (Principal executive officer)
Joseph A. Cannon

/s/ Ken C. Johnsen              Executive Vice President, Secretary               December 28, 1999
----------------------------    and General Counsel
Ken C. Johnsen

/s/ Dennis L. Wanlass           Vice President, Treasurer and Chief               December 28, 1999
----------------------------    Financial Officer
Dennis L. Wanlass               (Principal financial and accounting officer)

/s/ Alan C. Ashton
----------------------------
Alan C. Ashton                  Director                                          December 28, 1999

/s/ K. Fred Skousen
----------------------------
K. Fred Skousen                 Director                                          December 28, 1999

/s/ R. J. Shopf
----------------------------
R. J. Shopf                     Director                                          December 28, 1999

/s/ Kevin S. Flannery
----------------------------
Kevin S. Flannery               Director                                          December 28, 1999

/s/ Gregory T. Hradsky
----------------------------
Gregory T. Hradsky              Director                                          December 28, 1999
</TABLE>



                                       24
<PAGE>   32
<TABLE>
<CAPTION>
   EXHIBIT                                                                                  INCORPORATED      FILED
     NO.                                        EXHIBIT                                     BY REFERENCE     HEREWITH
   -------                                      -------                                     ------------     --------
<S>                 <C>                                                                     <C>              <C>
     3.1            Revised Articles of Incorporation of the Registrant                         (1)

     3.2            Articles of Amendment dated February 17, 1993 to the                        (2)
                    Registrant's Revised Articles of Incorporation

     3.3            Articles of Amendment dated March 12, 1993 to the Registrant's              (3)
                    Revised Articles of Incorporation

     3.4            Restated Bylaws of the Registrant                                           (4)

     4.1            Specimen Certificate of the Registrant's Class A Common Stock,              (1)
                    no par value

     4.2            Specimen Certificate of the Registrant's Series B Preferred Stock,          (5)
                    no par value

     4.3            Rights Agreement dated as of May 19, 1997, between Registrant               (6)
                    and Rights Agent

    10.1            Asset Sales Agreement between USX and the Registrant dated as               (1)
                    of June 26, 1987, as Amended and Restated August 31, 1987

    10.2            Registration Rights Agreement among the signatories listed on the           (1)
                    signature pages thereof and the Registrant dated November 6,
                    1989

    10.3            License Agreement between ENSR Corporation and the Registrant               (1)
                    dated December 8, 1988

    10.4            Amended and Restated Sales Representation Agreement between                 (4)
                    Mannesmann Pipe & Steel Corporation and the Registrant dated
                    October 30, 1998

    10.5            Geneva Steel Key Employee Plan                                              (7)

    10.6            Amendment to Geneva Steel Key Employee Plan dated May 12,                   (8)
                    1991

    10.7            Form of Non-Statutory Stock Option Agreement                                (1)

    10.8            Management Employee Savings and Pension Plan, as Amended                    (9)
                    and Restated generally effective January 1, 1994, dated as of July
                    3, 1995

    10.9            Amendment No. 1 to the Geneva Steel Management Employee                     (10)
                    Savings and Pension Plan, effective as of January 1, 1997, dated
                    June 25, 1997

   10.10            Form of revised Executive Split Dollar Insurance Agreement                  (11)

   10.11            Form of revised Executive Supplemental Retirement Agreement                 (11)

   10.12            Union Employee Savings and Pension Plan, as Amended and                     (12)
                    Restated effective January 1, 1995, dated as of August 13, 1997

   10.13            Collective Bargaining Agreement between United Steelworkers of              (4)
                    America and the Registrant ("Collective Bargaining Agreement")
                    dated May 1, 1998
</TABLE>



<PAGE>   33
<TABLE>
<CAPTION>
   EXHIBIT                                                                                  INCORPORATED      FILED
     NO.                                        EXHIBIT                                     BY REFERENCE     HEREWITH
   -------                                      -------                                     ------------     --------
<S>                 <C>                                                                     <C>              <C>
    10.14           Agreement between Union Carbide Industrial Gases, Inc. and the              (7)
                    Registrant dated July 12, 1990, as amended August 3, 1990
                    (the "Union Carbide Agreement")

    10.15           Amendment to the Union Carbide Agreement dated December 1,                  (11)
                    1992

    10.16           Oxygen Supply Agreement between Air Liquide America                         (12)
                    Corporation and the Registrant dated June 10, 1997

    10.17           Coilbox License Agreement between Stelco Technical Services                 (1)
                    Limited and the Registrant dated August 23, 1989

    10.18           License Agreement for the K-OBM Process between                             (1)
                    Klockner Contracting and Technologies GmbH and the Registrant
                    dated November 25, 1989

    10.19           Special Use Lease Agreement No. 897 between the State of Utah               (11)
                    and the Registrant dated January 13, 1992 and Amendment thereto
                    dated June 19, 1992

    10.20           Indenture dated as of January 15, 1994 between the Registrant and            (13)
                    Bankers Trust Company, as Trustee, including a form of 9 1/2%
                    Senior Note due 2004

    10.21           Indenture dated as of March 15, 1993 between the Registrant and              (3)
                    The Bank of New York, as Trustee, including a form of 11 1/8%
                    Senior Note due 2001

    10.22           License Agreement relating to the desulfurization process between            (1)
                    BS&B Engineering Company, Inc. and the Registrant dated March
                    1, 1990

    10.23           Lo-Cat(R)Licensing Agreement between ARI Technologies, Inc.                   (7)
                    and the Registrant dated April 16, 1990

    10.24           Agreement relating to the closure of hazardous waste surface                  (7)
                    impoundments between USX Corporation, the Registrant and
                    Duncan Lagnese Associates, Incorporated dated October 22, 1990

    10.25           Agreement for Sale and Purchase of Coke between the Registrant                (14)
                    and Pacific Basin Resources (a division of Oxbow Carbon and
                    Minerals, Inc.) dated April 29, 1994 (the "Oxbow Coke
                    Agreement")

    10.26           First Amendment to the Oxbow Coke Agreement dated April 11,                   (15)
                    1996

    10.27           Agreement for the Sale and Purchase of Coal between the                       (16)
                    Registrant and Oxbow Carbon and Minerals, Inc. dated February
                    19, 1996, effective as of April 1, 1994

   10.28            Warrant Agreement dated as of March 16, 1993 between the                      (2)
                    Registrant and The Bank of New York, as Warrant Agent

   10.29            Form of Indenture between the Registrant and the Trustee                      (3)
                    thereunder related to the Exchange Debentures, including a form
                    of Exchange Debenture
</TABLE>
<PAGE>   34
<TABLE>
<CAPTION>
   EXHIBIT                                                                                  INCORPORATED      FILED
     NO.                                        EXHIBIT                                     BY REFERENCE     HEREWITH
   -------                                      -------                                     ------------     --------
<S>                 <C>                                                                     <C>              <C>
   10.30            Industrial Gas Supply Agreement between Air Liquide America                  (17)
                    Corporation and Geneva Steel dated June 8, 1995

   10.31            Geneva Steel Company 1996 Incentive Plan                                     (18)

   10.32            Form of Employment Agreement between Registrant and Certain                  (12)
                    Executive Officers

   10.33            Loan and Security Agreement by and between Congress Financial                (19)
                    Corporation and Geneva Steel Company as Debtor and Debtor-in-
                    Possession as Borrower, dated February 19, 1999

   10.34            Amendment No. 1 to Loan and Security Agreement by and                        (20)
                    between Congress Financial Corporation and Geneva Steel
                    Company as Debtor and Debtor-in-Possession as Borrower, dated
                    July 31, 1999

   10.35            Letter Agreement between USX Corporation and Registrant                                     X
                    related to Taconite Pellet Supply, dated December 16, 1999

     13             Selected portions of the Registrant's Annual Report to                                      X
                    Shareholders for the year ended September 30, 1999 which are
                    incorporated by reference in Parts II and IV of this Report

     23             Consent of Arthur Andersen LLP, independent public accountants                              X

     27             Financial Data Schedule                                                                     X
</TABLE>


            ----------

            (1)         Incorporated by reference to the Registration Statement
                        on Form S-1 dated March 27, 1990, File No. 33-33319.

            (2)         Incorporated by reference to the Registration Statement
                        on Form S-3 dated June 16, 1993, File No. 33-64548.

            (3)         Incorporated by reference to the Registration Statement
                        on Form S-4 dated April 15, 1993, File No. 33-61072.

            (4)         Incorporated by reference to the Annual Report on Form
                        10-K for the year ended September 30, 1998.

            (5)         Incorporated by reference to the Registration Statement
                        on Form S-4 dated August 9, 1993, File No. 33-61072.

            (6)         Incorporated by reference to Exhibit 99.1 of the
                        Registration Statement on Form 8-A filed on November 21,
                        1997.

            (7)         Incorporated by reference to the Registration Statement
                        on Form S-1 dated November 5, 1990, File No. 33-37238.

            (8)         Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1991.

            (9)         Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1995.
<PAGE>   35
            (10)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended June 30, 1997.

            (11)        Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1992.

            (12)        Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1997.

            (13)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended December 31,
                        1993.

            (14)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended June 30, 1994.

            (15)        Incorporated by reference to the Annual Report on Form
                        10-K for the fiscal year ended September 30, 1996.

            (16)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended March 31, 1996.

            (17)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended June 30, 1995.

            (18)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended March 31, 1997.

            (19)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended December 31, 1998

            (20)        Incorporated by reference to the Quarterly Report on
                        Form 10-Q for the fiscal quarter ended June 30, 1999