Oxford Automotive Inc, et al. – ‘424B3’ on 5/17/99

As of:  Monday, 5/17/99   ·   Accession #:  950124-99-3391   ·   File #s:  333-75849, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                           221   1.13M 

Document Table of Contents

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PROSPECTUS                                            FILED PURSUANT TO         
                                          RULE 424(B)(3)
                                                      REGISTRATION NO. 333-75849

 OFFER FOR ALL OUTSTANDING
10 1/8% SENIOR SUBORDINATED NOTES DUE 2007
 SERIES A, B &C IN EXCHANGE FOR 10 1/8% SENIOR
SUBORDINATED NOTES DUE 2007, SERIES D OF

OXFORD AUTOMOTIVE, INC.                                                     LOGO

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON JUNE 9, 1999, UNLESS EXTENDED. 

--------------------------------------------------------------------------------

o EXCHANGE OFFER                                                                

Offer to exchange an aggregate principal amount of up to $200 million of 10 1/8%
Senior Subordinated Notes Due 2007, Series D for a like principal amount of     
10 1/8% Senior Subordinated Notes Due 2007, Series A, 10 1/8% Senior            
Subordinated Notes Due 2007, Series B and 10 1/8% Senior Subordinated Notes Due 
2007, Series C.                                                                 

We will not receive any proceeds from this Exchange Offer. Tenders of Series A, 
B or C Notes pursuant to this Exchange Offer may be withdrawn at any time prior 
to the expiration date. In the event we terminate this Exchange Offer and do not
accept for exchange any Series A, B, or C Notes with respect to this Exchange   
Offer, we will promptly return such notes to the appropriate holders.           

o EXPIRATION OF EXCHANGE OFFER                                                  

     The Exchange Offer will expire at 5:00 p.m., New York City time, on
June 9, 1999, or if extended, no later than June 24, 1999. The Exchange Offer is
not conditioned upon any minimum principal amount of Series A, Series B or      
Series C Notes being tendered for exchange.                                     

o INDENTURE                                                                     

The Series D Notes will be issued pursuant to, and entitled to the benefits of, 
the Indenture governing the Series C Notes.                                     

o   MATURITY                                                                    

The Series D Notes will mature on June 15, 2007.                                

o   REDEMPTION                                                                  

We may redeem the Series D Notes at any time after June 15, 2002. Before June   
15, 2000, we may redeem up to 35% of the Series D Notes with the proceeds of    
certain types of public equity offerings.                                       

o   MANDATORY OFFER TO REPURCHASE                                               

If we sell certain assets or experience certain kinds of changes in control, we 
must offer to repurchase the Series D Notes.                                    

o   GUARANTIES                                                                  

If we cannot make payments on the Series D Notes when due, our guarantor        
subsidiaries must make them instead. Not all of our subsidiaries will be        
guarantors.                                                                     

o   RANKING                                                                     

The Series D Notes and the subsidiary guaranties are subordinated to all of our 
and our guarantor subsidiaries' Senior Indebtedness.                            

o   INTEREST                                                                    

The Series D Notes will bear interest at 10 1/8% from and including the date of 
consummation of this Exchange Offer. Interest will be paid every six months on  
June 15 and December 15 of each year.                                           

THE NOTES AND THE EXCHANGE OFFER INVOLVE RISKS. SEE "RISK FACTORS" BEGINNING ON 
PAGE 14.                                                                        

Neither the Securities and Exchange Commission nor any state securities         
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a     
criminal offense.                                                               

 The date of this Prospectus is May 7, 1999.

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WHERE YOU CAN FIND MORE INFORMATION 

 This Prospectus incorporates important business and financial information
about us that is not included in or delivered with the Prospectus. This         
information is available without charge upon written or oral request to:        
Secretary, Oxford Automotive, Inc., 1250 Stephenson Highway, Troy, Michigan     
48083, (telephone 248-577-1400). In order to ensure timely delivery of any      
documents, any request should be made no later than five business days prior to 
the Expiration Date of June 9, 1999.                                            

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 SUMMARY

The following summary is qualified in its entirety by the more detailed         
information and financial statements and related notes appearing elsewhere in   
this Prospectus. For purposes of this Prospectus, the "Company," "our," "we,"   
and "us" shall refer to Oxford Automotive, Inc. ("Oxford Automotive") and all of
its consolidated subsidiaries, unless the context otherwise requires.           

 THE COMPANY

GENERAL                                                                         

    We are a leading Tier 1 or direct supplier of high-quality, engineered metal
components, assemblies and modules used by original equipment automotive        
manufacturers, commonly referred to as "OEMs". Our core products are complex,   
high value-added products, primarily assemblies containing multiple stamped     
parts forgings and various welded, hemmed or fastened components. These products
which include large structural stampings and assemblies, including exposed Class
A surfaces, leaf springs and smaller complex welded assemblies, are used in     
manufacturing a variety of sport utility vehicles, light and medium trucks,     
mini-vans, vans and passenger cars. We are the sole source supplier of these    
products to our customers.                                                      

   On February 5, 1999, a wholly-owned subsidiary of the Company acquired 100%
of the shares of Cofimeta S.A. and approximately 99% of the shares of its four  
subsidiaries: Somenor S.A.; Aubry S.A.; Ecrim S.A.; and Socori Technologies S.A.
Cofimeta S.A. and its four subsidiaries are collectively referred to as         
"Cofimeta." Cofimeta is a leading supplier of closure panels, floor pans, deck  
lids, structured pillars, cross members, radiator surrounds and front ends and  
Class A surfaces. Cofimeta is headquartered in a suburb of Paris and operates   
five facilities in France.                                                      

    Our seven largest customers, based on proforma net sales for the nine months
ended December 31, 1998, assuming the acquisition of Cofimeta had occurred on   
April 1, 1998 are GM, Ford, Renault, Peugeot Citroen, DaimlerChrysler, CAMI (a  
joint venture of GM and Suzuki Motor Corporation) and Saturn. For the nine      
months ended December 31, 1998, approximately 72% of our pro forma net sales    
were derived from sales of our products manufactured for sport utility vehicles,
mini-vans, vans and light trucks.                                               

We currently operate 21 manufacturing facilities which offer the latest 
technologies in metal stamping, forging, welding and assembly production        
equipment, including fully-automated hydraulic and wide-bed press lines (up to  
180 inches), robotic welding cells, robotic hemming, autophoretic corrosion     
resistant coating, and a patented eye forming process. Our diverse line of over 
500 presses that range up to 3,000 tons including both conventional and transfer
technology and state-of-the-art robotic weld assembly and hemming equipment are 
capable of manufacturing a broad assortment of parts and assemblies ranging from
simple stampings to full-size, exposed door and closure panels. We are one of a 
few independent suppliers that have the ability to produce large, complex       
stampings, as well as the technical expertise and automated assembly            
capabilities to provide high value-added modules such as door apertures and     
assemblies, A-pillars, exposed surface products and control arms, and multiple  
leaf and parabolic leaf springs.                                                

   On a pro forma basis, assuming the acquisitions of Howell Industries, Inc.,
a Michigan corporation, RPI Holdings, Inc., a Michigan corporation and the      
Suspension Division of Eaton Corporation, each described below, and Cofimeta had
occurred on April 1, 1997, we would have had net sales of $765.2 million and    
EBITDA of $40.8 million for the fiscal year ended March 31, 1998. For the nine  
months ended December 31, 1998, on a pro forma basis assuming the acquisition of
Cofimeta had occurred on April 1, 1998 we would have had net sales of $555.3    
million and EBITDA of $41.6 million.                                            

   Our principal executive office is located at 1250 Stephenson Highway, Troy,
Michigan 48083, and its telephone number is (248) 577-1400.                     

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BUSINESS STRATEGY                                                               

Our principal objective is to be a leading, full-service, global Tier 1 
supplier of integrated systems based on metal forming and related manufacturing 
technologies. We believe that we are well positioned to benefit from two        
significant trends in the stamping and metal forming segments of the automotive 
industry, outsourcing and consolidation. Outsourcing of metal stamping has      
increased in response to competitive pressures on OEMs to improve quality and   
reduce capital requirements, labor costs, overhead and inventory. Consolidation 
among automotive industry suppliers has occurred as OEMs have more frequently   
awarded long-term sole source contracts to the most capable global suppliers.   

    In addition, OEMs are increasingly seeking systems suppliers who can provide
a complete package of design, engineering, manufacturing and project management 
support for an integrated system (such as a front-end system). We intend to     
capitalize on these trends through internal development and strategic           
acquisitions. The key elements of our strategy include the following:           

o   provide full-service program capability,                        

o   supply complex, high value-added systems,                       

o   focus on high growth vehicle categories,                        

o   establish a global presence, and                                

o   pursue strategic acquisitions.                                  

RECENT DEVELOPMENTS                                                             

  On February 5, 1999, as described above, we acquired Cofimeta. On April 1,
1998, we acquired the Suspension Division of Eaton Corporation. The Suspension  
Division is a leading Tier 1 North American supplier of leaf spring suspension  
systems for automotive applications. Products of the Suspension Division include
multiple leaf, parabolic (long taper) multiple leaf, and single leaf long taper 
suspension systems. The Suspension Division is held through two of the Company's
subsidiaries, Oxford Suspension, Inc. and Oxford Suspension Ltd.                

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                                              THE EXCHANGE OFFER

Securities Offered.............................   Up to $200.0 million aggregate
                                               principal amount of 10 1/8%
                                                 Senior Subordinated Notes Due
                                                2007, Series D. The terms of
                                          the Series D Notes are
                                             identical in all material
                                                respects, except for certain
                                          transfer restrictions,
                                           registration rights and
                                                 certain interest rate step-up
                                                  provisions, to the $40 million
                                                 aggregate principal amount of
                                               10 1/8% Senior Subordinated
                                            Notes Due 2007, Series C
                                            issued by the Company on
                                                  December 8, 1998. The terms of
                                               the Series D Notes are also
                                             identical in all material
                                                respects to the $125 million
                                                 aggregate principal amount of
                                               10 1/8% Senior Subordinated
                                            Notes Due 2007, Series A
                                                 issued by the Company on June
                                                24, 1997 and the $35 million
                                                 aggregate principal amount of
                                               10 1/8% Senior Subordinated
                                            Notes Due 2007, Series B
                                                  issued by the Company on April
                                                1, 1998. The Series A Notes,
                                               Series B Notes and Series C
                                                Notes are referred to as the
                                                  "Existing Notes". The Series A
                                                Notes and the Series B Notes
                                              were both issued under the
                                              same Indenture dated as of
                                               June 15, 1997. The Existing
                                                Notes and the Series D Notes
                                             are sometimes referred to
                                                collectively as the "Notes."
                                                See "The Series D Notes" and
                                         "The Exchange Offer."

The Exchange Offer.............................   The Series D Notes are being  
                                            offered in exchange (the
                                                "Exchange Offer") for a like
                                                principal amount of Existing
                                           Notes. You may exchange
                                          Existing Notes only in
                                                 integral multiples of $1,000.
                                                The issuance of the Series D
                                                Notes is intended to satisfy
                                                  obligations of the Company and
                                               certain of its subsidiaries
                                                 (the "Subsidiary Guarantors")
                                       that have fully and
                                              unconditionally guaranteed
                                                  (the "Subsidiary Guaranties"),
                                                 on a joint and several basis,
                                               and on an unsecured, senior
                                                 subordinated basis the Notes,
                                                 contained in the Registration
                                          Rights Agreement dated
                                               December 8, 1998, among the
                                           Company, certain of the
                                             Subsidiary Guarantors and
                                                Bear, Stearns & Co. Inc., BT
                                                Alex Brown Incorporated, and
                                        Morgan Stanley & Co.
                                                 Incorporated, relating to the
                                       Series C Notes (the
                                              "Registration Agreement").

                                                 The objective of the Exchange
                                               Offer is to create a single
                                             series of debt securities
                                              having a total outstanding
                                             principal amount which is
                                                  larger than that of any of the
                                              Existing Notes as separate
                                           series. This may create
                                             greater liquidity for the
                                                Series D Notes. However, see
                                                "Risk Factors -- Dilution of
                              Interest."

Expiration Date; Withdrawal of Tender..........   The Exchange Offer will expire
                                              at 5:00 p.m. New York City
                                                 time, on June 9, 1999, unless
                                                 we extend the offer to a date
                                                 not later than June 24, 1999.
                                                  You may withdraw the tender of
                                                  Existing Notes pursuant to the
                                              Exchange Offer at any time
                                                 prior to the Expiration Date.
                                          Any Existing Notes not
                                                 accepted for exchange for any
                                           reason will be returned
                                          without expense to the
                                            tendering holder of such
                                                Existing Note as promptly as
                                         practicable after the
                                                expiration or termination of
                                               the Exchange Offer. We will
                                                 provide written notice of any
                                         extension, amendment,
                                                 non-acceptance or termination
                                              to the holders of Existing
                                                  Notes, including those holders
                                                who have previously tendered
                                             their Existing Notes. See

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                                                "The Exchange Offer -- Terms
                                                 of the Exchange Offer; Period
                                                 for Tendering Existing Notes"
                                               and "-- Withdrawal Rights."

Certain Conditions to the Exchange Offer.......   Our obligation to accept for  
                                                  exchange, or to issue Series D
                                              Notes in exchange for, any
                                                Existing Notes is subject to
                                                certain customary conditions
                                               relating to compliance with
                                                any applicable law, or order
                                                 of any governmental agency or
                                                 any applicable interpretation
                                                  by the Staff of the SEC, which
                                                  we may waive in our reasonable
                                            discretion. We currently
                                           expect that each of the
                                                conditions will be satisfied
                                               and that no waivers will be
                                                necessary. See "The Exchange
                                                  Offer -- Certain Conditions to
                                        the Exchange Offer."

Procedures for Tendering Existing Notes........   If you wish to accept the     
                                            Exchange Offer, you must
                                               complete, sign and date the
                                          accompanying Letter of
                                               Transmittal, or a facsimile
                                               thereof, in accordance with
                                                 the instructions contained in
                                           such letter and in this
                                           Prospectus, and mail or
                                                 otherwise deliver such Letter
                                           of Transmittal, or such
                                                 facsimile, together with such
                                                Existing Notes and any other
                                                  required documentation, to the
                                                 Exchange Agent at the address
                                                 set forth in this Prospectus.
                                              See "The Exchange Offer --
                                            Procedures for Tendering
                                    Existing Notes."

Special Procedures for Beneficial Owners.......   Any beneficial owner whose    
                                                 Existing Notes are registered
                                            in the name of a broker,
                                                  dealer, commercial bank, trust
                                                company or other nominee and
                                             who wishes to tender such
                                                  Existing Notes in the Exchange
                                             Offer should contact such
                                                  registered holder promptly and
                                            instruct such registered
                                            holder to tender on such
                                                 beneficial owner's behalf. If
                                                such beneficial owner wishes
                                                 to tender on such owner's own
                                                  behalf, such owner must, prior
                                               to completing and executing
                                                 the Letter of Transmittal and
                                                  delivering its Existing Notes,
                                           either make appropriate
                                            arrangements to register
                                             ownership of the Existing
                                                 Notes in such owner's name or
                                               obtain a properly completed
                                                  bond power from the registered
                                           holder. The transfer of
                                                 registered ownership may take
                                                 considerable time and may not
                                             be completed prior to the
                                    Expiration Date.

Guaranteed Delivery Procedures.................   If you wish to tender your    
                                               Existing Notes and they are
                                                not immediately available or
                                           you cannot deliver your
                                                 Existing Notes, the Letter of
                                            Transmittal or any other
                                             documents required by the
                                                Letter of Transmittal to the
                                                Exchange Agent, prior to the
                                             Expiration Date, you must
                                              tender your Existing Notes
                                               according to the guaranteed
                                                 delivery procedures set forth
                                             in "The Exchange Offer --
                                                  Guaranteed Delivery Procedures

Use of Proceeds   .............................   We will not receive any       
                                                 proceeds from the exchange of
                                                  Series D Notes pursuant to the
                                   Exchange Offer.

Exchange Agent    .............................   U.S. Bank Trust National      
                                                 Association is serving as the
                                                Exchange Agent in connection
                                            with the Exchange Offer.

Federal Income Tax Consequences................   We believe that the exchange  
                                                 of Existing Notes pursuant to
                                                  the Exchange Offer will not be
                                               a taxable event for federal
                                            income tax purposes. See
                                               "Certain Federal Income Tax
                                    Considerations."

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CONSEQUENCES OF EXCHANGING EXISTING NOTES PURSUANT TO THE EXCHANGE OFFER

Based on certain interpretive letters issued by the Staff of the SEC to 
third parties in unrelated transactions, we are of the view that holders, other 
than any holder who is an "affiliate" of the Company within the meaning of Rule 
405 under the Securities Act, who exchange their Existing Notes for Series D    
Notes pursuant to the Exchange Offer generally may offer such Series D Notes for
resale, resell such Series D Notes, and otherwise transfer such Series D Notes  
without compliance with the registration and prospectus delivery provisions of  
the Securities Act, provided such Series D Notes are acquired in the ordinary   
course of the holders' business and such holders have no arrangement with any   
person to participate in a distribution of such Series D Notes. Any holder who  
tenders in the Exchange Offer with the intention or for the purpose of          
participating in a distribution of the Series D Notes cannot rely on such       
interpretation by the Staff of the SEC and must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a     
secondary resale transaction. Unless an exemption from registration is otherwise
available, any such resale transaction should be covered by an effective        
registration statement containing the information required by the Securities    
Act.                                                                            

This Prospectus may be used for an offer to resell, resale or other     
retransfer of Series D Notes only as specifically set forth in this Prospectus. 
Each broker-dealer that receives Series D Notes for its own account in exchange 
for Existing Notes, where such Existing Notes were acquired by such             
broker-dealer as a result of market-making activities, must acknowledge that it 
will deliver a prospectus in connection with any resale of such Series D Notes. 
See "Plan of Distribution." In addition, to comply with the securities laws of  
certain jurisdictions, if applicable, the Series D Notes may not be offered or  
sold unless they have been registered or qualified for sale in such jurisdiction
or in compliance with an available exemption from registration or qualification.
We have agreed, pursuant to the Registration Agreement, to register or qualify  
the Series D Notes for offer or sale under the securities or blue sky laws of   
such jurisdictions as any holder of the Series C Notes reasonably requests in   
writing.                                                                        

 CONSEQUENCES OF NOT EXCHANGING EXISTING NOTES

Holders of Series C Notes who do not exchange their Series C Notes for  
Series D Notes pursuant to the Exchange Offer will continue to be subject to    
restrictions on transfer. Generally, Series C Notes may not be offered or sold, 
unless registered under the Securities Act, except pursuant to an exemption     
from, or in a transaction not subject to, the Securities Act and applicable     
state securities laws.                                                          

   If you do not exchange your Existing Notes for Series D Notes, you will not
be able to take advantage of the increased liquidity that may be afforded by the
Series D Notes. The Series D Notes would have a total aggregate principal amount
of $200.0 million as opposed to $160.0 million for the Series A and Series B    
Notes, which were issued under one indenture, and $40.0 million for the Series C
Notes, which were issued under a different indenture. See "Risk Factors --      
Consequences of Failure to Exchange" and "The Exchange Offer -- Consequences of 
Failure to Exchange; Resales of Series D Notes."                                

Holders of Series A Notes and Series B Notes who do not exchange their  
Series A Notes and Series B Notes will continue to be subject to the Indenture  
dated June 15, 1997 under which such notes were issued. This Indenture is       
substantially the same as the Indenture governing the Series D Notes except for 
the treatment of proceeds from certain asset sales. See "Description of the     
Notes -- General; and -- Certain Covenants."                                    

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THE SERIES D NOTES

 The terms of the Series D Notes are identical in all material respects to
the Series C Notes, except for certain transfer restrictions, registration      
rights and certain interest rate step-up provisions. The terms of the Series D  
Notes are also identical in all material respects to the Series A Notes and the 
Series B Notes.                                                                 

 Unlike the Series A Notes, the Series B Notes and the Series D Notes, the
Series C Notes were not registered under the Securities Act and were offered in 
a transaction not involving any public offering within the meaning of the       
Securities Act, and are therefore subject to certain transfer restrictions under
the Securities Act.                                                             

    The Series C Notes also included certain registration rights relating to the
Registration Agreement that are not applicable to the Series D Notes. Pursuant  
to the Registration Agreement, we agreed to:                                    

       o        not later than 120 days after the closing of the sale of the
                 Series C Notes on December 8, 1998 (the "Closing Date"), file
                 with the SEC a Registration Statement on Form S-4 relating to
         the Exchange Offer (the " Exchange Offer Registration
                  Statement," which term shall encompass all related amendments,
exhibits, annexes and schedules) and        

         o        cause the Exchange Offer Registration Statement to be declared
              effective under the Securities Act not later than 180 days
after the Closing Date.                     

   The Exchange Offer Registration Statement also provides for the exchange of
the Series A Notes and the Series B Notes for Series D Notes having terms       
substantially identical in all material respects to the Existing Notes.         

  In addition, we have agreed to file a shelf registration statement ("Shelf
Registration Statement") covering resales of the Series C Notes or those Series 
D Notes to be exchanged for Series C Notes, to use our best efforts to cause the
Shelf Registration Statement to be declared effective under the Securities Act, 
and to keep the Shelf Registration Statement effective until two years after its
effective date, or shorter period that will terminate when all Series C Notes or
those Series D Notes to be exchanged for Series C Notes, covered by the Shelf   
Registration Statement have been sold pursuant to the Shelf Registration        
Statement, if:                                                                  

    o        applicable interpretations of the Staff of the SEC do not
               permit us to effect the Exchange Offer, or if for any other
                reason the Exchange Offer is not consummated within 210 days
after the Closing Date,                     

    o        Bear, Stearns & Co. Inc., BT Alex. Brown Incorporated and
                 Morgan Stanley & Co., Incorporated (the "Initial Purchasers")
              request, with respect to Series C Notes not eligible to be
          exchanged for Series D Notes in the Exchange Offer, or

         o        any holder of Series C Notes is not eligible to participate in
              the Exchange Offer or participates in but does not receive
                  freely tradeable, except for prospectus delivery requirements,
Series D Notes in the Exchange Offer.       

The Series C Notes have interest rate step-up provisions which primarily
become effective in the event certain registration requirements are not         
satisfied by specified dates. The interest rate step-up provisions provide in   
part that additional interest ("Special Interest") will accrue on the Series C  
Notes and certain Series D Notes, if any of the following "Registration         
Defaults" occur:                                                                

        o        if within 180 days after the Closing Date, the Exchange Offer
           Registration Statement has not been declared effective;

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 o        if within 210 days after the Closing Date, neither the
                  Exchange Offer has been consummated nor the Shelf Registration
Statement has been declared effective; or   

       o        if after either the Exchange Offer Registration Statement or
                 the Shelf Registration Statement has been declared effective,
                 such Registration Statement thereafter ceases to be effective
                or usable, subject to certain exceptions, in connection with
           resales of Series C Notes or those Series D Notes to be
exchanged for the Series C Notes.           

   Special Interest will accrue at a rate of 0.25% per annum during the 90-day
period immediately following the occurrence of any Registration Default and     
shall increase by 0.25% per annum at the end of each subsequent 90- day period, 
but in no event shall such rate exceed 1.00% per annum. The interest rate       
step-up provisions do not apply to the Series A Notes, the Series B Notes, or   
the Series D Notes to be exchanged for the Series A Notes and Series B Notes.   

Issuer.....................................   Oxford Automotive, Inc.   

 Series D Notes.............................   $200.0 million in aggregate
                                               principal amount of 10 1/8%
                                                 Senior Subordinated Notes Due
                                   2007, Series D.

Maturity...................................   June 15, 2007.            

   Interest Payment Dates.....................   Each June 15 and December 15.

  Subsidiary Guaranties......................   Like the Existing Notes, the
                                                Series D Notes will be fully
                                                  and unconditionally guaranteed
                                                 on a joint and several basis,
                                                and on a senior subordinated
                                            basis by each Restricted
                                              Subsidiary of the Company,
                                              other than certain foreign
                                            subsidiaries, that is an
                                               obligor or guarantor of any
                                              Bank Credit Agreement (the
                                                 "Subsidiary Guaranties"). See
                                                "Description of the Notes --
                                           Subsidiary Guaranties."

Subordination of Series D Notes and                                     
  Subsidiary Guaranties......................   Like the Existing Notes, the
                                          Series D Notes and the
                                                 Subsidiary Guaranties will be
                                            general unsecured senior
                                               subordinated obligations of
                                                  the Company and the Subsidiary
                                                  Guarantors, as applicable. The
                                          Series D Notes and the
                                                 Subsidiary Guaranties will be
                                            subordinated in right of
                                                payment to the prior payment
                                               in full of all existing and
                                                  future Senior Indebtedness and
                                                will rank pari passu with or
                                             senior to all present and
                                       future subordinated
                                                  indebtedness of the Company or
                                           the relevant Subsidiary
                                                 Guarantors, as applicable. As
                                             of December 31, 1998, the
                                             Company had $30.0 million
                                      outstanding Senior
                                        Indebtedness and the
                                          Subsidiary Guarantors'
                                      outstanding Senior
                                                  Indebtedness was approximately
                                                  $3.0 million. See "Description
                                   of the Notes --
                                   Subordination."

Trustee....................................   U.S. Bank Trust National  
                                Association.

Sinking Fund...............................   None                      

  Optional Redemption........................   Like the Existing Notes, the
                                          Series D Notes will be
                                               redeemable at our option in
                                                whole or in part at any time
                                                 on or after June 15, 2002, at
                                             the redemption prices set
                                                 forth in this Prospectus plus
                                                accrued and unpaid interest,
                                             if any, to the redemption
                                                  date. In addition, at any time
                            prior to

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                                                 June 15, 2000, we may redeem,
                                           at our option, up to an
                                                  aggregate amount of 35% of the
                                                original principal amount of
                                                  the Notes with the proceeds of
                                             one or more Public Equity
                                             Offerings following which
                                                 there is a Public Market at a
                                                redemption price of 110.125%
                                           of the principal amount
                                            thereof plus accrued and
                                               unpaid interest, if any, to
                                                 the redemption date, provided
                                            that at least 65% of the
                                                original aggregate principal
                                               amount of the Notes remains
                                               outstanding after each such
                                                redemption. See "Description
                                            of the Notes -- Optional
                                Redemption."

Change of Control..........................   Upon the occurrence of a  
                                                  Change of Control, each holder
                                                  of Notes, including the Series
                                                D Notes, will have the right
                                                 to require us to purchase all
                                                 or a portion of such holder's
                                                  Notes at a price in cash equal
                                            to 101% of the aggregate
                                                 principal amount thereof plus
                                                accrued and unpaid interest,
                                          if any, to the date of
                                               purchase. In the event of a
                                                Change of Control, we cannot
                                                assure that we will have the
                                             financial resources or be
                                                permitted under the terms of
                                             our other indebtedness to
                                            repurchase or redeem the
                                                  Notes. See "Description of the
                                                Notes -- Change of Control."

 Certain Covenants; Defaults................   The Indenture governing the
                                                 Series C Notes and the Series
                                             D Notes the "Indenture"),
                                                  among other things, limits the
                                                  ability of the Company and its
                                               Restricted Subsidiaries to:

                                            -   incur additional
                                             indebtedness,

                                                 -   pay dividends or make
                                                        other distributions with
                                                        respect to capital stock
                                                      of the Company and its
                                                        Restricted Subsidiaries,

                                                 -   create certain liens,

                                                   -   sell material assets of
                                                  the Company or its
                                                        Restricted Subsidiaries,

                                              -   enter into certain
                                           mergers and
                                                   consolidations, and

                                        -   make capital
                                             expenditures.

                                               The Indenture also contains
                                             certain events of default
                                                  including payment defaults and
                                             a default arising upon an
                                                  acceleration by the holders of
                                               certain other Indebtedness,
                                               including the Senior Credit
                                          Facility, because of a
                                                default. See "Description of
                                                  the Notes -- Certain Covenants
                                     and -- Defaults."

Risk Factors...................................   See "Risk Factors" for a      
                                                 discussion of certain factors
                                                that should be considered in
                                                connection with the Exchange
                          Offer.

SENIOR CREDIT FACILITY

On February 4, 1999, we entered into an amended and restated credit     
agreement with NBD Bank, on behalf of itself and as agent for a syndicate of    
other lenders, providing for a $35.0 million revolving credit facility to       
finance customer tooling, a $30.0 million term loan and a $110.0 million        
revolving credit facility (the "Senior Credit Facility"). On March 31, 1999, we 
further amended the Senior Credit Facility to accommodate our lease transaction 
with respect to our manufacturing operations in Ramos Arizpe, Mexico.           
Approximately $80.3 million was available under the revolver at March 1, 1999,  
reduced for the effect of a Letter of Credit issued for certain Industrial      
Revenue Bonds and approximately $5.0 million was available under the revolver   
available for customer tooling. The obligations under the Senior Credit Facility
are secured by substantially all the assets of the Subsidiary Guarantors and the
Company.                                                                        

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  The Senior Credit Facility contains certain customary covenants, including
reporting and other affirmative covenants, financial covenants, and negative    
covenants, as well as customary events of default, including non-payment of     
principal, violation of covenants, and cross-defaults to certain other          
indebtedness, including the indebtedness evidenced by the Notes. See            
"Description of Certain Indebtedness and Preferred Stock -- Senior Credit       
Facility."                                                                      

    As of March 1, 1999, there were borrowings of $89.7 million under the Senior
Credit Facility. See "Capitalization" and "Description of Certain Indebtedness  
and Preferred Stock."                                                           

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SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA

   The following table sets forth (i) summary historical financial data of BMG
North America Limited ("BMG" or the "Predecessor") for the period from April 1, 
1995 through October 27, 1995, (ii) summary historical financial data of the    
Company from October 28, 1995 through March 31, 1996, for the years ended March 
31, 1997 and 1998, and (iii) summary pro forma financial data for the year ended
March 31, 1998 and the nine months ended December 31, 1998. The summary         
historical financial data for the period April 1, 1995 through October 27, 1995 
and the period October 28, 1995 through March 31, 1996 was derived from the     
audited consolidated financial statements of the Predecessor and the Company,   
which are included elsewhere in this Prospectus, together with the report of    
Deloitte & Touche LLP, independent accountants. The summary historical financial
data for the years ended March 31, 1997 and 1998 was derived from the audited   
consolidated financial statements of the Company, which are included elsewhere  
in this Prospectus, together with the report of PricewaterhouseCoopers LLP,     
independent accountants.                                                        

   The summary pro forma statement of operations data and other financial data
for the fiscal year ended March 31, 1998 were prepared to illustrate the effect 
of the offering of the Series A Notes (the "Series A Offering") the offering of 
the Series B Notes (the "Series B Offering"), the offering of the Series C Notes
(the "Series C Offering"), and the acquisitions of Howell Industries, Inc.      
("Howell"), RPI Holdings, Inc. ("RPIH"), the Suspension Division of Eaton       
Corporation (the "Suspension Division") and Cofimeta, as if each had occurred on
April 1, 1997.                                                                  

   The summary pro forma statement of operations data and other financial data
for the nine months ended December 31, 1998 were prepared to illustrate the     
effect of the Series C Offering and the acquisition of Cofimeta, as if each had 
occurred April 1, 1998. The summary pro forma balance sheet data at December 31,
1998 was prepared to illustrate the effect of the acquisition of Cofimeta, as if
it had occurred on December 31, 1998.                                           

The pro forma data does not purport to be indicative of the results of  
operations or the financial position of the Company that would have been        
obtained if the acquisitions and the offerings had in fact been completed as of 
such dates or to project the results of operations or the financial position of 
the Company for any future date or period. The following table should be read in
conjunction with the "Selected Consolidated Historical Financial Data,"         
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations," "Pro Forma Combined Financial Data," and the Consolidated Financial
Statements of the Company and the related notes and other financial information 
presented elsewhere in this Prospectus.                                         

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                                                                        HISTORICAL                                 PRO FORMA   
                                             ----------------------------------------------------------------   ---------------
                                              PREDECESSOR                                  COMPANY                             
                                             ---------------   ----------------------------------------------------------------
                                                 PERIOD            PERIOD        FISCAL YEAR    FISCAL YEAR      FISCAL YEAR   
                                              APR. 1, 1995 -   OCT. 28, 1995 -     ENDED           ENDED            ENDED      
                                             OCT. 27,  1995     MAR. 31, 1996   MAR. 31, 1997   MAR. 31, 1998   MAR. 31, 1998  
                                             ---------------   ---------------  -------------   -------------   ---------------

                                                 AUDITED          AUDITED         AUDITED         AUDITED           UNAUDITED  
                                                                           (DOLLARS IN THOUSANDS)                              
STATEMENT OF OPERATIONS DATA:                                                                                                  
                                                                                                                               
Net sales                                       $   49,043       $   35,572      $  136,861      $  410,321      $  765,194    
Gross profit                                         2,148            3,948          11,486          41,901          57,442    
Operating income (loss)                             (1,774)           1,713           3,801          20,054           4,085    
Interest expense                                     1,048            1,096           3,388          10,710          24,262    
Other income (expense)                                --               --             2,201             321           1,151    
Income (loss) before income taxes                   (2,822)             617           2,614           9,665         (19,026)   
Provision (benefit) for income                                                                                                 
Net income (loss)                               $   (1,884)      $      415      $    1,549      $    5,591      $  (11,697)   
BALANCE SHEET DATA                                                                                                             
    (END OF PERIOD):                                                                                                           
Cash and cash equivalents                       $     --         $     --        $    9,671      $   18,321                    
Trade accounts receivable, net                      13,312            8,338          47,626          65,273                    
Inventories                                          4,429            3,719          13,411          21,305                    
Total assets                                        59,770           49,200         243,694         320,032                    
Total debt                                          23,233           26,758          99,829         139,448                    
Redeemable preferred stock                            --               --            39,300          40,192                    
Total shareholders' equity                           9,329              935           2,341           6,118                    
FINANCIAL RATIOS AND OTHER DATA:                                                                                               
Depreciation and amortization                   $      919       $      687      $    5,041      $   20,279                    
Capital expenditures                                 5,111            3,466           3,326          16,723                    
Ratio of earnings to fixed                                                                                                     
  charges (a)                                         --                1.5x            1.7x            1.7x                   

EBITDA(b)                                       $     (855)      $    2,400      $   11,043      $   40,654                    
Gross margin (c)                                      4.38%           11.10%           8.60%          10.21%                   
EBITDA margin (d)                                       NM             6.75%           8.07%           9.91%                   
Ratio of EBITDA to net interest expense (e)             NM              2.2x            3.3x            3.8x                   
Ratio of net debt to EBITDA (f)                         NM              4.7x            8.2x            3.0x                   

See accompanying Notes to Summary Consolidated Historical and Pro Forma 
Financial Data. 

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                                                     HISTORICAL               PRO FORMA   
                                              ---------------------------   --------------
                                              NINE MONTHS    NINE MONTHS     NINE MONTHS  
                                                 ENDED          ENDED           ENDED     
                                              DECEMBER 31,   DECEMBER 31,     DECEMBER 31,
                                                 1997           1998             1998     
                                              ------------   ------------   --------------
                                                UNAUDITED     UNAUDITED       UNAUDITED   
                                                        (DOLLARS IN THOUSANDS)            
                                                                                          
STATEMENT OF OPERATIONS DATA:                                                             
Net Sales ...................................   $295,530      $ 408,144       $ 555,251   
Gross Profit ................................     28,350         35,532          46,284   
Operating income (loss) .....................     14,763         12,121          14,472   
Interest expense ............................      7,921         14,255          18,568   
Other income (expense) ......................        531            949             962   
Income (loss) before income taxes ...........      7,373         (1,185)         (3,134)  
Provision (benefit) for income taxes ........      2,949           (475)         (1,254)  
Net income (loss) ...........................      4,424           (710)         (1,880)  
BALANCE SHEET DATA (END OF PERIOD):                                                       
Cash and cash equivalents ...................     19,555            318           8,621   
Trade accounts receivable, net ..............     51,375         86,336         111,707   
Inventories .................................     20,158         33,911          51,959   
Total assets ................................    290,312        412,562         540,151   
Total debt ..................................    138,517        230,960         294,273   
Redeemable preferred stock ..................     40,458         40,586          40,586   
Total shareholders' equity ..................      1,377         (2,078)         (2,078)  
FINANCIAL RATIOS AND OTHER DATA:                                                          
Depreciation and amortization ...............     14,580         19,552          26,159   
Capital expenditures ........................     11,418         20,369          24,099   
Ratio of earnings to fixed charges(a) .......       1.7x           --              --     
EBITDA(b) ...................................     29,874         32,622          41,593   
Gross margin(c) .............................       9.59%          8.71%           8.33%  
EBITDA margin(d) ............................      10.11%          7.99%           7.49%  
Ratio of EBITDA to net interest expense(e) ..       3.8x           2.3x            2.2x   
Ratio of net debt to EBITDA(f) ..............       3.0x           5.3x            5.2x   

See accompanying Notes to Summary Consolidated Historical and Pro Forma 
Financial Data. 

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(a)  For purposes of this computation, earnings consist of income (loss) before 
income taxes plus fixed charges. Fixed charges consist of interest on 
indebtedness plus that portion of rental expense representative of the
    interest factor. For fiscal 1994, the Company's ratio of earnings to fixed
     charges was 2.2x. For fiscal 1995, the Company's earnings were insufficient
 to cover fixed charges by $1.6 million. For the period April 1, 1995 to
   October 27, 1995, the Company's earnings were insufficient to cover fixed
   charges by $2.8 million. For the nine months ended December 31, 1998, the
Company's earnings were insufficient to cover fixed charges by $1.2   
   million. For the nine months ended December 31, 1998 on a pro forma basis
   for the Cofimeta acquisition, the Company's earnings were insufficient to
cover fixed charges by $3.1 million.                                  

(b)  EBITDA is defined as income (loss) before interest, income taxes,          
depreciation and amortization. EBITDA should not be construed as a    
substitute for income from operations, net income or cash flow from   
   operating activities for the purpose of analyzing the Company's operating
performance, financial position and cash flows.                       

(c)  Gross margin is defined as gross profit as a percent of net sales for each 
of the applicable periods.                                            

(d)  EBITDA margin is defined as EBITDA as a percent of net sales for each of   
the applicable periods.                                               

(e)  Defined as the ratio of EBITDA to net interest expense.                    

(f)  Defined as the ratio of net debt to EBITDA with net debt consisting of     
 total debt less cash and cash equivalents and unexpended bond proceeds.

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RISK FACTORS

 This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act, as amended. Discussions containing such      
forward-looking statements may be found in the material set forth under         
"Summary," "Management's Discussion and Analysis of Financial Condition and     
Results of Operations" and "Business," as well as within the Prospectus         
generally. Actual results could differ materially from those projected in the   
forward-looking statements as a result of the risk factors set forth below and  
the matters set forth in the Prospectus generally. We caution you, however, that
this list of factors may not be exhaustive. In evaluating the Exchange Offer,   
you should carefully consider the following risk factors, as well as the other  
information set forth elsewhere in this Prospectus. The risk factors set forth  
below are generally applicable to the Existing Notes as well as the Series D    
Notes.                                                                          

  SUBSTANTIAL LEVERAGE - OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT
THE FINANCIAL HEALTH OF THE COMPANY AND PREVENT US FROM FULFILLING OUR          
OBLIGATIONS UNDER THESE NOTES.                                                  

We have now and, after the Exchange Offer, will continue to have a      
significant amount of indebtedness. The following chart shows certain important 
credit data for your review:                                                    

                                                                [Download Table]

                                               PRO FORMA     
                                            DECEMBER 31, 1998
                                            -----------------
                                                             
Total debt ............................      $      294,273  
Preferred stock .......................              40,586  
Shareholders' equity ..................              (2,078) 


   Our total indebtedness does not include unused commitments under the Senior
Credit Facility of approximately $85.3 million. In addition, if we are required 
to incur or assume additional indebtedness in connection with our acquisition   
strategy, our interest and debt service requirements will increase. See "Risk   
Relating to Acquisitions."                                                      

  Our substantial indebtedness could have important consequences to you. For
example, it could:                                                              

     o    impair our ability to obtain additional financing for working capital,
     capital expenditures, acquisitions or general corporate purposes;

   o    reduce the funds available to us for purposes other than the payment
     of interest on the Existing Notes, the Series D Notes, the Senior
Credit Facility and our other existing indebtedness;        

     o    limit, along with the restrictive financial and operating covenants in
       our long-term indebtedness, our ability to borrow additional funds;

   o    cause us to be vulnerable to increases in interest rates, due to the
        variable interest rates applicable to certain indebtedness under the
Senior Credit Facility;                                     

    o    make it more difficult for us to satisfy our obligations with respect
       to the Series D Notes, as all of the indebtedness outstanding under
         the Senior Credit Facility is secured by substantially all the assets
          of the Subsidiary Guarantors and the Company and will become due prior
    to the time the principal on the Series D Notes will become due;

  o    hinder our ability to adjust rapidly to changing market conditions;
and                                                         

o    increase our vulnerability to general economic and industry      
conditions.                                                 

ABILITY TO SERVICE DEBT - TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A        
SIGNIFICANT AMOUNT OF CASH. OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS
BEYOND OUR CONTROL.                                                             

The Indenture permits the Company and the Subsidiary Guarantors to incur
additional indebtedness, including Senior Indebtedness and indebtedness that    
will rank pari passu with the Series D Notes.                                   

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  Our ability to pay interest on the Series D Notes and to satisfy our other
obligations will depend upon our future operating performance. This performance 
will be affected by prevailing economic conditions and financial, business and  
other factors, many of which are beyond our control. We anticipate that our     
operating cash flow, together with available borrowings under the Senior Credit 
Facility, will be sufficient to meet our operating expenses, to service interest
requirements on our debt obligations and to implement our business strategy. We 
cannot assure you, however, that our business will generate sufficient cash flow
from operations or that future borrowings will be available in an amount        
sufficient to enable us to service our indebtedness, including the Series D     
Notes, or to fund our other liquidity needs.                                    

 Also, we are required to redeem certain preferred stock prior to the time
the principal on the Series D Notes will become due. The maximum aggregate      
redemption price for such preferred stock, assuming we do not commence a public 
offering of our common stock prior to June 30, 2000, is $40.9 million, plus any 
accrued and unpaid dividends to the date of redemption.                         

The following is important earnings data for your review:               

     o    For the nine months ended December 31, 1998, we experienced a net loss
     of $0.7 million and our earnings were insufficient to cover fixed
charges by $1.2 million.                                    

  o    Our predecessor experienced a net loss of $1.3 million for the year
    ended March 31, 1995, and experienced a net loss of $1.9 million
     during the period from April 1, 1995 through October 27, 1995. In
      addition, for fiscal 1995, our earnings were insufficient to cover
          fixed charges by $1.6 million. For the period April 1, 1995 to October
      27, 1995, our earnings were insufficient to cover fixed charges by
$2.8 million.                                               

See "Management's Discussion and Analysis of Financial Condition and    
Results of Operations -- Liquidity, Capital Resources and Financial Condition"  
and "Description of Certain Indebtedness and Preferred Stock."                  

  The Senior Credit Facility contains certain customary covenants, including
reporting and other affirmative covenants; financial covenants, including ratio 
of total debt to EBITDA, net worth, fixed charge coverage ratio, interest       
coverage ratio (each as defined in and calculated pursuant to the Senior Credit 
Facility); and negative covenants, including restrictions on incurrence of other
indebtedness, payment of cash dividends and other distributions to shareholders,
liens in favor of parties other than the lenders under the Senior Credit        
Facility, certain guaranties of obligations of or advances to others, sales of  
material assets not in the ordinary course of business, restrictions on mergers 
and acquisitions, and capital expenditures. We cannot assure you that these     
requirements will be met in the future. If they are not, the holders of the     
indebtedness under the Senior Credit Facility would be entitled to declare such 
indebtedness immediately due and payable or, if we were unable to repay such    
indebtedness, such holders could proceed against the collateral securing the    
Senior Credit Facility. This collateral consists of substantially all of the    
assets of the Company and the Subsidiary Guarantors. In addition, the Senior    
Credit Facility contains customary events of default including non-payment of   
principal, violation of covenants and cross-defaults to certain other           
indebtedness, including the indebtedness evidenced by the Series D Notes. See   
"Description of Certain Indebtedness and Preferred Stock -- Senior Credit       
Facility."                                                                      

  SUBORDINATION - YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES IS JUNIOR TO
CERTAIN OF OUR EXISTING INDEBTEDNESS AND POSSIBLY FUTURE INDEBTEDNESS. THE      
GUARANTEES OF THE NOTES ARE ALSO JUNIOR TO THE GUARANTORS' EXISTING INDEBTEDNESS
AND POSSIBLY FUTURE INDEBTEDNESS.                                               

    Like the Existing Notes, the Series D Notes will be subordinated in right of
payment to all present and future Senior Indebtedness of the Company and the    
Subsidiary Guarantors, including the principal, premium (if any) and interest   
with respect to the obligations outstanding under the Senior Credit Facility. In
addition, the Subsidiary Guaranties will be subordinated in right of payment to 
all existing and future Senior Indebtedness of the Subsidiary Guarantors.       

As of December 31, 1998, we had $30.0 million of Senior Indebtedness    
outstanding (excluding unused commitments under the Senior Credit Facility) and 
the Subsidiary Guarantors had approximately $3.0 million of Senior Indebtedness 
outstanding. Consequently, in the event of a bankruptcy, liquidation,           
dissolution, reorganization or similar proceeding with respect to the Company or
any Subsidiary Guarantor, assets of the Company or such Subsidiary Guarantor    
will be available to pay obligations of the Notes only after all Senior         
Indebtedness of the Company or such Subsidiary Guarantor has been paid in full. 
We cannot assure that there will be sufficient assets to pay amounts due on all 
or any of the Notes. See "Description of the Notes -- Subordination."           

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    ASSET ENCUMBRANCES - THE NOTES ARE UNSECURED AND WILL BE SUBORDINATED TO ANY
SECURED INDEBTEDNESS.                                                           

Like the Existing Notes, the Series D Notes are unsecured and will be   
effectively subordinated to any secured indebtedness of the Company or any      
Subsidiary Guarantor. The indebtedness outstanding under the Senior Credit      
Facility is secured by liens on substantially all of the assets of the          
Subsidiary Guarantors and the Company. Our ability to comply with the provisions
of the Senior Credit Facility may be affected by events beyond our control. Our 
breach of any such provisions could result in a default under the Senior Credit 
Facility, in which case, depending upon the actions taken by the lenders        
thereunder or their successors or assignees, such lenders could elect to declare
all amounts borrowed under the Senior Credit Facility, together with accrued    
interest, to be due and payable, and we could be prohibited from making payments
of interest and principal on the Notes until the default is cured or all Senior 
Indebtedness is paid or satisfied in full. If we were unable to repay such      
borrowings, such lenders could proceed against the collateral. If the           
indebtedness under the Senior Credit Facility were accelerated, we cannot assure
you that the assets of the Company and the Subsidiary Guarantors would be       
sufficient to repay in full such indebtedness and our other indebtedness,       
including the Notes. See "Description of Certain Indebtedness and Preferred     
Stock -- Senior Credit Facility" and "Description of the Notes --               
Subordination."                                                                 

    HOLDING COMPANY STRUCTURE - WE RELY ON DIVIDENDS AND OTHER PAYMENTS FROM OUR
SUBSIDIARIES AND THAT COULD IMPAIR OUR ABILITY TO PAY OUR OBLIGATIONS.          

Oxford Automotive is a holding company and derives all of its operating 
income from its subsidiaries. The holders of the Series D Notes will have no    
direct claim against such subsidiaries other than the claim created by the      
Subsidiary Guaranties, which may be subject to legal challenge in the event of  
the bankruptcy of a subsidiary. See "Risk Factors -- Fraudulent Conveyance." If 
such a challenge were upheld with respect to any such Subsidiary Guarantee, such
Subsidiary Guarantee would be invalidated and unenforceable. To the extent that 
the Subsidiary Guarantee is not enforceable, the rights of holders of the Series
D Notes to participate in any distribution of assets of the Subsidiary Guarantor
upon liquidation, bankruptcy, reorganization or otherwise may, as is the case   
with our other unsecured creditors, be subject to prior claims of creditors of  
that Subsidiary Guarantor. We must rely on dividends and other payments from our
subsidiaries to generate the funds necessary to meet our obligations, including 
the payment of principal and interest on the Series D Notes. The Indenture      
contains covenants that restrict the ability of our subsidiaries to enter into  
any agreement limiting distributions and transfers, including dividends to us.  
In addition, the ability of our subsidiaries to pay dividends and make other    
payments are, and may in the future be, subject to certain statutory,           
contractual and other restrictions. See "Description of Certain Indebtedness and
Preferred Stock."                                                               

  THE OEM SUPPLIER INDUSTRY - WE ARE DEPENDENT ON A GROUP OF CUSTOMERS WHOSE
NEEDS ARE CYCLICAL AND SUBJECT TO LABOR DISPUTES.                               

    The OEM supplier industry is highly cyclical and impacted by the strength of
the economy generally, by prevailing interest rates and by other factors which  
may have an effect on the level of sales of automotive vehicles. The automotive 
industry for which we supply components may experience downturns in the future. 
An economic recession may impact substantially leveraged companies, such as     
ours, more than similarly situated companies with less leverage. Also, a        
significant percentage of our net sales are derived from sales of our products  
manufactured for SUVs, mini- vans, vans and light trucks. A decrease in overall 
consumer demand for these products could have a material adverse effect on our  
business, financial condition, results of operations, and prospects.            

   The automotive industry is characterized by a small number of OEMs that are
able to exert considerable pressure on component and system suppliers to reduce 
costs, improve quality and provide additional design and engineering            
capabilities. In the past, OEMs have generally demanded and received price      
reductions and measurable increases in quality by implementing competitive      
selection processes, rating programs and various other arrangements. Also,      
through increased partnering on platform work, OEMs have generally required     
component and system suppliers to provide more design engineering input at      
earlier stages of the product development process, the costs of which have, in  
some cases, been absorbed by the suppliers.                                     

    The following requirements of the OEMs may have a material adverse effect on
our business, financial condition, results of operations, or prospects:         

o    future price reductions,                                         

o    increased quality standards, or                                  

o    additional engineering capabilities.                             

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Many OEMs and their Tier 1 suppliers are unionized. Work stoppages and  
slowdowns experienced by OEMs and their Tier 1 suppliers, as a result of labor  
disputes, could have a material adverse effect on our business, financial       
condition, results of operations, or prospects.                                 

    GM recently experienced a strike at certain of its production facilities due
to a labor dispute between GM and the International Union, United Automobile,   
Aerospace and Agricultural Implement Workers of America ("UAW"). Our results of 
operations for the nine month period ended December 31, 1998, were adversely    
affected by the GM strike, resulting in a reduction in sales of approximately   
$12.7 million and reduced EBITDA of $5.2 million.                               

DEPENDENCE ON PRINCIPAL CUSTOMERS - WE ARE DEPENDENT ON A SMALL GROUP OF
PRINCIPAL CUSTOMERS.                                                            

   Substantially all of our sales for the nine months ended December 31, 1998,
on a pro forma basis assuming the acquisition of Cofimeta had occurred on April 
1, 1998, were to the following customers:                                       

o    GM (34%)                                                         

o    Ford (25%)                                                       

o    Renault (15%)                                                    

o    DaimlerChrysler (10%)                                            

o    Peugeot Citroen (5%)                                             

    We cannot assure you that sales to these customers will continue at the same
level. Also, continuation of these relationships is dependent upon our          
customers' satisfaction with the price, quality and delivery of our products.   

  Our agreements to produce parts are assigned to specific models or product
lines of our customers. Accordingly, our business, and estimates for future     
business, are dependent upon consumer demand for the specific models and product
lines that incorporate our parts. Our arrangements with the OEMs are typically  
in the form of purchase orders that may be canceled by the OEMs. The following  
factors would have a material adverse effect on our business, financial         
condition, results of operations, and prospects:                                

o    a significant decrease in sales of vehicles using our products;  

    o    our loss of the right to supply any of our products to our customers;

     o    our loss of GM, Ford, Renault, Peugeot Citroen or DaimlerChrysler as a
customer; or                                                

o    the delay or cancellation of material orders from, or design,    
        development, delivery or product projects at any of these customers.

UNIONIZED WORKFORCE - OUR WORKFORCE IS SUBSTANTIALLY UNIONIZED AND WE ARE       
SUBJECT TO WORK STOPPAGES.                                                      

Substantially all of our employees are covered by collective bargaining 
agreements with various local unions. Strikes or work stoppages and the         
resultant adverse impact on our relationship with the OEMs could have a material
adverse effect on our business, financial condition, results of operations, and 
prospects. We recently negotiated new agreements at the Chatham, Greencastle,   
and Corydon facilities which will expire in February 2002, February 2004, and   
January 2005. Our agreements at the Masury and Lapeer facilities will expire in 
the first fiscal quarter of 2000. While the outcome, including the terms of the 
new contracts and their impact on our future results of operations cannot be    
predicted, management does not believe that the financial terms of the new      
contracts will have a material adverse effect on our business, financial        
condition, results of operations, and prospects. However, there can be no       
assurance that we will be successful in our contract negotiations.              

   RISKS RELATING TO ACQUISITIONS - WE MAY NOT RECEIVE THE DESIRED BENEFITS OF
ACQUISITIONS.                                                                   

    A significant component of our historical sales and earnings growth has been
the acquisition of other automotive parts manufacturers in an effort to expand  
our markets and capitalize on the consolidation trend in the automotive         
industry. We may not be able to identify appropriate acquisitions in the future 
or negotiate and consummate proposed or future acquisitions, and such           
acquisitions may have an adverse effect upon our business, financial condition, 
results of operations, or prospects. We are continuously evaluating possible    
acquisition opportunities. Identifying, proposing, negotiating and consummating 
acquisitions can be                                                             

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a lengthy and costly process and we cannot assure you that proposed transactions
can be consummated. Also, we anticipate that the integration of acquired        
companies will require significant management attention.                        

  We will be required to implement and improve our operations, financial and
management information systems and motivate and effectively manage an increasing
number of employees due to acquisitions. Accordingly, our operating results may 
be adversely affected for several fiscal quarters following the consummation of 
such acquisitions while the operations of the acquired businesses are integrated
into our operations and our costing and other management information systems are
implemented at the newly acquired facilities. There may be substantial          
unanticipated costs or problems associated with the integration effort. We have 
historically focused, and expect to continue to focus, on acquiring             
under-performing companies which provide the opportunity for significant        
operating improvements under our ownership. We may not be able to realize       
improvements in the financial results of these acquisitions. The acquisition,   
operation and integration of an acquired business may involve a number of risks,
including an increase in our indebtedness and substantial capital expenditures  
for additional equipment and technology.                                        

 In addition to the foregoing, we are pursuing additional acquisitions and
strategic alliances in Europe and intend to pursue such acquisitions and        
alliances in South America, Asia and other geographic markets. Other than the   
acquisition of Cofimeta in February 1999, we have not previously consummated any
material acquisitions outside North America. Operations outside the United      
States are subject to a number of risks in addition to those described above,   
including:                                                                      

o    currency exchange rate fluctuations,                             

o    trade barriers,                                                  

o    exchange controls,                                               

o    risk of governmental expropriation or other regulation,          

o    political risk, and - risk of tax increases.                     

RISKS RELATED TO INTERNATIONAL OPERATIONS - OUR INTERNATIONAL OPERATIONS EXPOSE 
US TO ADDITIONAL RISKS.                                                         

We have experienced fluctuations in our shareholders equity for foreign 
currency adjustments due to our long-term investment in Canada. Although such   
adjustments do not have an immediate impact on cash flow, they can adversely    
impact our balance sheet and may have an impact on cash flow if we remitted     
earnings from such foreign operations to the United States. Our exposure to such
exchange rate adjustments may increase in connection with the acquisition of    
additional assets outside the United States. Additional problems inherent in    
international operations include market differences which may impact            
competition, pricing and relationships with our customers, as well as           
differences in workforce, language and culture. Such factors which could        
adversely affect the success of our potential future international acquisitions 
could in turn have a material adverse effect on our business, financial         
condition, results of operations, or prospects. See "Substantial Leverage and   
Debt Service Obligations."                                                      

FRAUDULENT CONVEYANCE - FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC 
CIRCUMSTANCES, TO VOID NOTES AND GUARANTEES AND REQUIRE NOTEHOLDERS TO          
RETURN PAYMENTS RECEIVED FROM US.                                               

Under relevant federal or state fraudulent conveyance statutes, a court 
could void our obligations under the Series D Notes, recover payments made under
the Series D Notes, subordinate the Series D Notes to our other indebtedness or 
take other action detrimental to the holders of the Series D Notes if such court
were to find that:                                                              

   o    we did not receive fair consideration or reasonably equivalent value
         for incurring the indebtedness, including the Series D Notes; and, at
the time of such incurrence we:                             

o    were insolvent; or rendered insolvent by reason of such
incurrence or grant; or                           

          o    were engaged in a business or transaction for which our remaining
assets constituted unreasonably small capital; or 

         o    intended to incur, or believed that we would incur, debts beyond
our ability to pay such debts as they matured.    

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   The measure of insolvency for these purposes will depend upon the governing
law of the relevant jurisdiction. Generally, however, a company will be         
considered insolvent for these purposes if:                                     

        o    the sum of its debts were greater than the fair value of all of
that company's property, or                       

        o    the present fair salable value of its assets were less than the
            amount that would be required to pay its probable liability on
       its existing debts as they become absolute and mature, or

o    it could not pay its debts as they become due.         

 Regardless of solvency, a court could void an incurrence of indebtedness,
including the Series D Notes, if it determined that such transaction was made   
with the intent to hinder, delay or defraud creditors. In addition, a court     
could subordinate the indebtedness, including the Series D Notes, to the claims 
of all existing and future creditors on similar grounds. We believe that, after 
giving effect to the Series D Offering, we;                                     

o    have not been rendered insolvent by the incurrence of  
    indebtedness in connection with the Series D Offering,

    o    are in possession of sufficient capital to run our business
effectively, and                                  

         o    are incurring debts within our ability to pay as the same mature
or become due.                                    

We cannot assure you as to what standard a court would apply in order to
determine whether we were "insolvent" upon the sale of the Existing Notes or    
that a court would determine that we were not insolvent upon consummation of the
sale of the Existing Notes.                                                     

In addition, the Subsidiary Guaranties may be subject to review under   
relevant federal and state fraudulent conveyance and similar statutes in a      
bankruptcy or reorganization case or a lawsuit brought by or on behalf of       
creditors of any of the Subsidiary Guarantors. In such a case, the analysis set 
forth above would generally apply, except that the Subsidiary Guaranties could  
also be subject to the claim that, since the Subsidiary Guaranties were incurred
for the benefit of the Company (and only indirectly for the benefit of the      
Subsidiary Guarantors), the obligations of the Subsidiary Guarantors were       
incurred for less than reasonably equivalent value or fair consideration. A     
court could:                                                                    

        o    void the Subsidiary Guarantors' obligation under the Subsidiary
Guaranties,                                       

o    recover payments made under the Subsidiary Guaranties, 

         o    subordinate the Subsidiary Guaranties to other indebtedness of a
Subsidiary Guarantor, or                          

   o    take other action detrimental to the holders of the Notes.

CONTROL BY PRINCIPAL SHAREHOLDER - OUR PRINCIPAL SHAREHOLDER MAY HAVE INTERESTS 
THAT CONFLICT WITH THE HOLDERS OF THE NOTES.                                    

Selwyn Isakow (the "Principal Shareholder") beneficially owns 53% of the
Company's outstanding shares and exercises voting control over those shares not 
owned by him, including shares held by the directors and officers of the        
Company. Circumstances may occur in which the interests of the Principal        
Shareholder could be in conflict with the interests of the holders of the Series
D Notes. For example, if we encounter financial difficulties or are unable to   
pay certain of our debts as they mature, the interests of the Principal         
Shareholder might conflict with those of the holders of the Series D Notes. In  
addition, the Principal Shareholder may have an interest in pursuing            
acquisitions, divestitures or other transactions that, in his judgment, could   
enhance his equity investment, even though such transactions might involve risks
to the holders of the Series D Notes. See "Principal Shareholders."             

COMPETITION - WE MAY NOT CONTINUE TO PERFORM SUCCESSFULLY IN OUR HIGHLY         
COMPETITIVE INDUSTRY.                                                           

The motor vehicle parts industry in which we operate is fragmented and  
competitive. Our competitors include divisions or subsidiaries of companies that
are larger and have substantially greater resources than we do, as well as      
divisions of OEMs with internal stamping and assembly operations. We cannot     
assure you that our products will be able to compete successfully with those of 
our competitors. See "Business -- Competition."                                 

ENVIRONMENTAL RISKS - WE MAY BE ADVERSELY AFFECTED BY ENVIRONMENTAL CLAIMS      
RESULTING FROM OUR OPERATIONS.                                                  

Our operations and properties are subject to federal, state, local and  
foreign laws, regulations and ordinances relating to the use, storage, handling,
generation, treatment, emission, release, discharge and disposal of certain     
materials, substances and wastes. In many jurisdictions these laws are complex  
and change frequently. Such laws, including but not limited to the Comprehensive

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Environmental Response, Compensation & Liability Act ("CERCLA" or "Superfund")  
may impose joint and several liability and apply to remediation of contamination
at properties presently or formerly owned or operated by an entity or its       
predecessors, as well as to conditions at properties at which wastes or other   
contamination attributable to an entity or its predecessors have been sent or   
otherwise come to be located. The nature of our operations exposes us to the    
risk of liabilities or claims with respect to environmental matters, including  
off-site disposal matters, and material costs may be incurred in connection with
such liabilities or claims.                                                     

Based upon our experience to date, we believe that the future cost of   
compliance with existing environmental laws, regulations and ordinances (or     
liability for known environmental claims) will not have a material adverse      
effect on our business, financial condition and results of operations. However, 
future events, such as changes in existing laws and regulations or their        
interpretation, may give rise to additional compliance costs or liabilities that
could have a material adverse effect on our business, financial condition and   
results of operations. We may be required to make additional material           
expenditure in order to comply with more stringent laws or regulations, as well 
as more vigorous enforcement policies of regulatory agencies or stricter or     
different interpretations of existing laws. See "Business -- Regulatory Matters"
and -- "Legal Proceedings."                                                     

CHANGE OF CONTROL - WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO 
FINANCE THE CHANGE OF CONTROL OFFER REQUIRED BY THE INDENTURE.                  

   Upon the occurrence of certain types of change of control events, we may be
required to repurchase all or any part of the Existing Notes and Series D Notes.
Such repurchase would be at a price equal to 101% of the principal amount, plus 
accrued and unpaid interest, to the date of repurchase. The occurrence of a     
Change of Control may constitute a default under the Senior Credit Facility. In 
addition, the Senior Credit Facility will prohibit the purchase of the Existing 
Notes and the Series D Notes by us in the event of a default under the Senior   
Credit Facility, unless and until such time as the indebtedness under the Senior
Credit Facility is repaid in full. Our failure to purchase the Existing Notes   
and the Series D Notes would result in a default under the Indenture and under  
the indenture pursuant to which the Series A and Series B Notes were issued. The
inability to repay the indebtedness under the Senior Credit Facility, if        
accelerated, would also constitute an event of default under the Indenture,     
which could have adverse consequences for the Company and the holders of the    
Notes. It is possible that we will not have sufficient funds at the time of a   
change of control to make the required purchase of Notes or that restrictions in
the Senior Credit Facility will not allow such repurchases. In addition, we     
could engage in a highly leveraged transaction, with certain adverse            
consequences to holders of the Notes, which would not constitute a Change of    
Control. See "Description of the Notes -- Change of Control" and "Description of
Certain Indebtedness and Preferred Stock -- Senior Credit Facility."            

YEAR 2000 - WE CANNOT ASSURE YOU THAT WE, OR OUR CUSTOMERS AND SUPPLIERS, WILL  
BE YEAR 2000 COMPLIANT. PROBLEMS ASSOCIATED WITH THE YEAR 2000 MAY ADVERSELY    
AFFECT OUR OPERATIONS.                                                          

    We cannot assure you that our computer systems or software products or those
of our suppliers and customers will accept input of, store, manipulate and      
output dates prior to the Year 2000 or thereafter without error or interruption.
We are assessing the issues related to the Year 2000 problem, and we have       
implemented a readiness program to mitigate the problem of business interruption
or other risks. We are also requesting assurances from our significant suppliers
and customers that their systems are Year 2000 compliant or that they are       
identifying and addressing problems to ready themselves for the Year 2000. We   
cannot assure you that we will identify all Year 2000 problems in advance of    
their occurrence, or that we will be able to successfully remedy problems that  
are discovered. The expense of our efforts to identify and address such         
problems, or the expenses or liabilities to which we may become subject to as a 
result of such problems, could have a material adverse effect on the Company.   

CONSEQUENCES OF FAILURE TO EXCHANGE - IF YOU DO NOT EXCHANGE YOUR NOTES, YOU MAY
BE SUBJECT TO TRANSFER RESTRICTIONS OR A TRADING MARKET THAT IS LESS LIQUID.    

Holders of Series C Notes who do not exchange their Series C Notes for  
Series D Notes pursuant to the Exchange Offer will continue to be subject to the
restrictions on transfer of such Series C Notes. These restrictions are a       
consequence of the issuance of the Series C Notes pursuant to exemption from, or
in transactions not subject to, the registration requirements of the Securities 
Act and applicable state laws. Subject to our obligation to file a shelf        
registration statement covering resales of Series C Notes in certain limited    
circumstances, we do not intend to register the Series C Notes under the        
Securities Act and, after consummation of the Exchange Offer, will not be       
obligated to do so. In addition, any holder of Series C Notes who tenders in the
Exchange Offer for the purpose of participating in a distribution of the Series 
D Notes may be deemed to have received restricted securities and, if so, will be

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required to comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale transaction.                   

In addition, as a result of the Exchange Offer, it is expected that a   
substantial decrease in the aggregate principal amount of Series C Notes        
outstanding will occur. As a result, it is unlikely that a liquid trading market
will exist for the Series C Notes at any time. This lack of liquidity will make 
transactions more difficult and may reduce the trading price of the Series C    
Notes. Also, holders of Existing Notes who do not exchange their Existing Notes 
for Series D Notes will not be able to take advantage of any increased liquidity
afforded by the Series D Notes. The Series D Notes would have an aggregate      
principal amount of $200 million as opposed to $160 million for the Series A and
Series B Notes and $40 million for the Series C Notes. See "The Exchange Offer."

ABSENCE OF PUBLIC MARKET FOR THE SERIES D NOTES - YOU CANNOT BE SURE THAT AN    
ACTIVE TRADING MARKET WILL DEVELOP FOR THE NOTES.                               

   The Series D Notes are new securities and there is currently no established
market for the Series D Notes. Future trading prices of the Series D Notes will 
depend on many factors, including, among other things, prevailing interest      
rates, our operating results and the market for similar securities.             
Historically, the market for securities similar to the Series D Notes, including
non-investment grade debt, has been subject to disruptions that have caused     
substantial volatility in the prices of such securities. It is possible that any
market for the Series D Notes, if such market develops, will be subject to      
similar disruptions. The Initial Purchasers have advised us that they currently 
intend to make a market in the Series D Notes offered hereby. However, the      
Initial Purchasers are not obligated to do so and any market making may be      
discontinued at any time without notice. The Company and the Subsidiary         
Guarantors do not intend to apply for listing of the Series D Notes on any      
national securities exchange or for their quotation through the National        
Association of Securities Dealers Automated Quotation System. The Exchange Offer
is not conditioned upon any minimum or maximum aggregate principal amount of the
Existing Notes being tendered for exchange.                                     

  There may be a lack of liquidity for the Series D Notes or, in the case of
non-tendering holders of Existing Notes, the trading market for the Existing    
Notes following the Exchange Offer. We are offering to accept all Existing Notes
in exchange for Series D Notes in order to increase the liquidity of all series.
However, it is possible that not all of the Existing Notes will participate in  
the exchange, in which case the Series A Notes and Series B Notes will together 
continue as a separate series of notes under a separate indenture.              

DILUTION OF INTEREST - BY EXCHANGING YOUR NOTES, YOUR INDIVIDUAL VOTING         
INTERESTS WILL BE DILUTED.                                                      

If all of the Existing Notes are exchanged for Series D Notes, $200.0   
million aggregate principal amount of Series D Notes will be outstanding        
following consummation of the Exchange Offer and the Series D Notes will be     
deemed to be a single series of notes outstanding under the Indenture. In such  
case, any actions requiring the consent of each holder or the holders of a      
majority of outstanding principal amount of Notes under the Indenture will      
require the consent of each holder of Series D Notes or the holders of a        
majority in aggregate principal amount of such outstanding Series D Notes, and  
the individual voting interest of each holder will be diluted. In addition,     
issuances of additional notes under the Indenture, to the extent permitted by   
the debt incurrence limitations of the Indenture, may result in further dilution
of the individual voting interests of the holders of the Series D Notes.        

 USE OF PROCEEDS

  The Exchange Offer is intended to satisfy certain of the Company's and the
Subsidiary Guarantors' obligations under the Registration Agreement. We will not
receive any cash proceeds from the issuance of the Series D Notes in the        
Exchange Offer. In consideration for issuing the Series D Notes as contemplated 
in this Prospectus, we will receive Existing Notes in like principal amount. The
form and terms of the Series D Notes are identical in all material respects to  
the form and terms of the Existing Notes, except, with respect to the Series C  
Notes, for certain transfer restrictions and registration rights relating to the
Series C Notes and except for certain provisions providing for an increase in   
the interest rate on the Series C Notes under certain circumstances relating to 
the timing of the Exchange Offer. The Existing Notes surrendered in exchange for
the Series D Notes will be retired and canceled and cannot be reissued.         
Accordingly, issuance of the Series D Notes will not result in any increase in  
our outstanding debt. Our net proceeds from the sale of the Series C Notes were 
approximately $40.8 million (after the inclusion of approximately $1.5 million  
in premium and the deduction of estimated expenses incurred in connection with  
the Series C Offering and related transactions of approximately $0.7 million).  
We used the net proceeds from the offering to repay borrowings under the Senior 
Credit Facility and for working capital and other general corporate purposes.   
See "Management's Discussion and Analysis of Financial Condition and Results of 
Operations -- Liquidity, Capital Resources and Financial Condition."            

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CAPITALIZATION

 The following table sets forth our capitalization as of December 31, 1998
and as adjusted to give effect to the acquisition of Cofimeta. This table should
be read in conjunction with the unaudited "Pro Forma Combined Consolidated      
Financial Data," "Selected Consolidated Historical Financial Data,"             
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations" and the Consolidated Financial Statements and related notes thereto 
included elsewhere in this Prospectus. See also "Description of Certain         
Indebtedness and Preferred Stock."                                              

                                                                [Download Table]

                                                           DECEMBER 31, 1998      
                                                       -------------------------- 
                                                                           AS     
                                                         ACTUAL         ADJUSTED  
                                                       ----------      ---------- 
                                                             (IN THOUSANDS)       
                                                                                  
Cash and cash equivalents ............................ $      318      $    8,621 
                                                       ==========      ========== 
Long-term debt (including current portion):                                       
  Senior Credit Facility (a)                                                      
    Term Loan ........................................       --            30,000 
    Revolving Credit Facilities ......................     22,694          30,319 
  Industrial Revenue Bonds ...........................      2,495           2,495 
  EDC Tooling ........................................      2,026           2,026 
  Cofimeta Deferred Purchase Price ...................       --            19,452 
  Continuation Plan ..................................       --             6,236 
  Other Debt (b) .....................................        540             540 
10 1/8% Senior Subordinated Notes Due 2007, Series A .    124,841         124,841 
10 1/8% Senior Subordinated Notes Due 2007, Series B .     36,878          36,878 
10 1/8% Senior Subordinated Notes Due 2007, Series C .     41,486          41,486 
    Total debt .......................................    230,960         294,273 

Redeemable preferred stock (c)                                                    
  Series A ...........................................     40,586          40,856 
Shareholders' equity:                                                             
  Common stock (400,000 shares authorized; 309,750                                
     issued and outstanding) .........................      1,050           1,050 
  Accumulated other comprehensive loss ...............     (3,128)         (3,128)
                                                       ----------      ---------- 
    Total shareholders' equity .......................     (2,078)         (2,078)

Total capitalization ................................. $  269,468      $  333,051 
                                                       ==========      ========== 

------------------                                                              

(a)  On December 31, 1998, the Company had $30.0 million of borrowings under the
     Senior Credit Facility and availability was approximately $80.0 million. On
    February 4, 1999, the Company entered into the amended and restated Senior
Credit Facility which provides for a $35.0 million revolving credit   
facility to finance customer tooling, a $30.0 million term loan and a 
$110.0 million revolving credit facility.                             

(b)  Consists of debt of RPIH and certain other debt of the Company. Certain of 
the RPIH debt is secured by the assets of RPI.                        

(c)  See "Description of Certain Indebtedness and Preferred Stock - Preferred   
Stock of Lobdell."                                                    

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 PRO FORMA COMBINED FINANCIAL DATA
 (UNAUDITED)
(DOLLARS IN THOUSANDS)

   The unaudited pro forma combined balance sheet as of December 31, 1998 (the
"Unaudited Pro Forma Balance Sheet") gives pro forma effect to the acquisition  
of Cofimeta as if it had occurred on December 31, 1998. The acquisition of      
Cofimeta is accounted for by the purchase method of accounting pursuant to which
the purchase price is allocated among the acquired tangible and intangible      
assets and assumed liabilities in accordance with estimates of their fair values
on the date of acquisition. The pro forma adjustments represent management's    
preliminary determination of purchase accounting adjustments and are based upon 
available information and certain assumptions that the Company believes to be   
reasonable under the circumstances. Consequently, the amounts reflected in the  
Unaudited Pro Forma Balance Sheet are subject to change and the final values may
differ substantially from these amounts. Management does not expect that        
differences between the preliminary and final purchase price allocation will    
have a material impact on the Company's financial position. The Unaudited Pro   
Forma Balance Sheet does not purport to be indicative of the financial position 
of the Company had such transaction actually been completed as of the assumed   
date and for the period presented, or which may be obtained in the future.      

   The unaudited pro forma combined statement of operations for the year ended
March 31, 1998 gives pro forma effect to the Series A Offering, the Series B    
Offering, the Series C Offering, and the acquisitions of Cofimeta, Howell, RPIH 
and the Suspension Division as if they had occurred on April 1, 1997. The       
unaudited pro forma combined statement of operations for the nine months ended  
December 31, 1998 gives pro forma effect to the Series C Offering and the       
acquisition of Cofimeta, as if each had occurred April 1, 1998. The unaudited   
pro forma combined statements of operations for the year ended March 31, 1998   
and for the nine months ended December 31, 1998 are collectively referred to as 
the "Unaudited Pro Forma Statements of Operations." The Unaudited Pro Forma     
Statements of Operations do not purport to be indicative of the results of      
operations of the Company had such transactions actually been completed as of   
the assumed dates and for the periods presented, or which may be obtained in the
future.                                                                         

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF DECEMBER 31, 1998

                                                        [Enlarge/Download Table]

                                              COMPANY        COFIMETA         PRO FORMA       PRO FORMA 
                                           DEC. 31, 1998  SEP. 30, 1998(a)   ADJUSTMENTS       COMBINED 
                                             ----------     ----------        ----------      ----------
                                                              (DOLLARS IN THOUSANDS)                    
                                                                                                        
Cash and cash equivalents ................   $      318     $    8,303        $     --        $    8,621
Trade accounts receivable, net ...........       86,336         26,240              (869)(c)     111,707
Inventories ..............................       33,911         18,917              (869)(c)      51,959
Reimbursable tooling .....................       40,237           --                --            40,237
Unexpended bond proceeds .................            6           --                --                 6
Prepaid expenses and other current                                                                      
   assets ................................        3,630         48,239            (8,336)(c)      43,533
Deferred income taxes ....................        4,399           --                --             4,399
                                             ----------     ----------        ----------      ----------
     Total current assets ................      168,837        101,699           (10,074)        260,462

Deferred income taxes ....................        7,918           --              12,176(d)       20,094
Property, plant and equipment,                                                                          
   net ...................................      191,446         24,534            (1,199)(c)     214,781
Marketable Securities ....................        8,092           --                --             8,092
Other noncurrent assets ..................       36,269            453              --            36,722
                                             ----------     ----------        ----------      ----------
     Total assets ........................   $  412,562     $  126,686        $      903      $  540,151
                                             ==========     ==========        ==========      ==========

Trade accounts payable ...................   $   54,428     $   29,177        $      173(c)   $   83,778
Accrued expenses and other                                                                              
   liabilities ...........................       20,918         13,348              --            34,266
Restructuring reserve ....................        3,019          1,423            13,781(c)       18,223
Current portion of long-term deb3,411 ....         --            6,568(b)          9,979                
                                             ----------     ----------        ----------      ----------
     Total current liabilities ...........       81,776         43,948            20,522         146,246

Deferred income taxes ....................       13,962           --                --            13,962
Pension liability ........................        5,470          2,740             8,210                
Postretirement medical benefits 41,427 ...         --             --              41,427                
Other noncurrent liabilities .............        3,870         12,928            (9,294)(c)       7,504
Long-term debt ...........................      227,549         67,190           (10,445)(b)     284,294
                                             ----------     ----------        ----------      ----------
     Total liabilities ...................      374,054        126,806               783         501,643
                                             ----------     ----------        ----------      ----------
Redeemable Series A preferred                                                                           
   stock .................................       40,586           --                --            40,586
     Total shareholders' equity (2,078) ..         (120)           120(c)         (2,078)               
                                             ----------     ----------        ----------      ----------
     Total liabilities and                                                                              
      shareholders' equity ...............   $  412,562     $  126,686        $      903      $  540,151
                                             ==========     ==========        ==========      ==========

---------------                                                                 

See accompanying Notes to Unaudited Pro Forma Combined Balance Sheet.           

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 NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
(Dollars in thousands)

(a)      Represents the balance sheet of Cofimeta at September 30, 1998. The    
September 30, 1998 balance sheet for Cofimeta was derived from
Cofimeta's audited financial statements.                      

(b)      Reflects the following estimated sources and uses of funds for the     
     acquisition of Cofimeta as if it had occurred on December 31, 1998:

                                                                [Download Table]
                                                                             
Purchase price paid at closing (including estimated closing costs)  $ 37,625 
Deferred share price and debt purchase - recorded at                         
         net present value as of the closing date                     19,452 
Reduction of face value of indebtedness as a part of acquisition             
         and in conjunction with the Continuation Plan               (60,954)
                                                                    -------- 
Net reduction in total debt                                         $ (3,877)
Less: net increase in current portion of debt                          6,568 
                                                                    -------- 
Net reduction in long-term debt                                     $(10,445)
                                                                    ======== 

(c)      The acquisition of Cofimeta will be accounted for by the purchase      
         method of accounting, pursuant to which the purchase price is allocated
among the acquired tangible and intangible assets and assumed 
      liabilities in accordance with their estimated fair market values on
       the date of acquisition. The estimated purchase price and preliminary
     adjustments to historical book value of Cofimeta as a result of the
transaction are as follows:                                   

                                                        [Enlarge/Download Table]
                                                                                          
Reserves recorded to conform accounting policies of the                                   
Company with those of Cofimeta                                                            

Allowance for bad debt reserve                                          (869)             
Inventory obsolescence reserve                                          (869)      (1,738)
Elimination of inter-company receivable, settled as a part                                
         of acquisition price                                                      (8,336)
Recording of deferred tax asset on net operating losses acquired                   12,176 
Write-down of property plant and equipment for capital                                    
         portion of restructuring reserves                                         (1,199)
                                                                               ---------- 

Net increase in assets                                                         $      903 
                                                                               ========== 

Elimination of inter-company payable, settled as a part of                                
         acquisition price                                                         (9,294)
Reserves recorded to conform accounting policies of the                                   
         Company with those of Cofimeta                                                   
Accounts payable unrecorded liability reserve                                         173 
Increase in restructuring reserve                                                         
Plant restructuring and closure                                       10,689              
Other reserves                                                         3,092       13,781 
                                                                  ----------              

Net reduction of indebtedness as a part of acquisition                             (3,877)
Elimination of retained earnings as a result of purchase                                  
         accounting                                                                   120 

Net increase in liabilities and shareholders equity                            $      903 
                                                                               ========== 

(d)      The deferred tax asset can be realized in accordance with FAS 109 only 
       by the operations in France, not on a consolidated basis with U.S. or
Canadian operations.                                          

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                  COMPANY         HOWELL         RPIH      
                                   COMPANY(a)    PRO FORMA      PRO FORMA(e)  PRO FORMA (f)
                                 -------------  -------------   ------------  -------------
                                   YEAR ENDED    YEAR ENDED      YEAR ENDED    YEAR ENDED  
                                 MAR. 31, 1998  MAR. 31, 1998   MAR. 31,1998  MAR. 31, 1998
                                 -------------  -------------   ------------  -------------
                                                  (DOLLARS IN THOUSANDS)                   
                                                                                           
Net sales ......................   $ 410,321      $    --        $  34,329      $   9,035  
Cost of sales ..................     368,420           --           31,189         10,642  
                                   ---------      ---------      ---------      ---------  
Gross profit ...................      41,901           --            3,140         (1,607) 
Selling, general and                                                                       
  administrative expenses ......      21,839             37(b)         177          1,651  
Reorganization cost ............        --             --             --             --    
Restructuring provision ........       1,610           --             --             --    
Gain on sale of equipment ......      (1,602)          --             --             --    
                                   ---------      ---------      ---------      ---------  
Income (loss) from                                                                         
  Operations ...................      20,054            (37)         1,489         (1,784) 
Interest expense, net ..........      10,710           (431)(c)        858            432  
Other income (expense) .........         321           --             --              (35) 
                                   ---------      ---------      ---------      ---------  
Income (loss) before income                                                                
  taxes ........................       9,665            394            631         (2,251) 
Provision (benefit) for income                                                             
  taxes ........................       4,074            158(d)         269           (846) 
                                   ---------      ---------      ---------      ---------  
Net income (loss) ..............       5,591      $     236      $     362      $  (1,405) 
                                   =========      =========      =========      =========  

FINANCIAL RATIOS AND                                                                       
   OTHER DATA:                                                                             

Depreciation and                                                                           
  amortization .................   $  20,279      $      37      $     769      $     296  
Capital expenditures ...........      16,723           --              728            119  
Ratio of earnings to fixed                                                                 
  charges(i) ...................         1.7x                                              
EBITDA(j) ......................      40,654           --            2,258         (1,523) 
Ratio of EBITDA to                                                                         
  interest expense(k) ..........         3.8x                                              
Ratio of net debt to                                                                       
  EBITDA(l) ....................         3.0x                                              

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS (CONTINUED)

                                                                [Download Table]

                                    SUSPENSION        COFIMETA                    
                                     DIVISION           PRO           PRO FORMA   
                                   PRO FORMA (G)      FORMA (H)        COMBINED   
                                   -------------    -------------    -------------
                                    YEAR ENDED       YEAR ENDED       YEAR ENDED  
                                   MAR. 31, 1998    DEC. 31, 1997    MAR. 31, 1998
                                   -------------    -------------    -------------
                                               (DOLLARS IN THOUSANDS)             
                                                                                  
Net sales ........................  $   122,478      $   189,031      $   765,194 
Cost of sales ....................      114,721          182,780          707,752 
                                    -----------      -----------      ----------- 
Gross profit .....................        7,757            6,251           57,442 
Selling, general and                                                              
  administrative expenses ........        7,545           14,789           46,038 
Reorganization cost ..............         --              1,158            1,158 
Restructuring provision ..........         --              6,153            7,763 
Gain on sale of equipment ........         --                              (1,602)
                                    -----------      -----------      ----------- 
Income (loss) from Operations ....          212          (15,849)           4,085 
Interest expense, net ............        5,108            7,585           24,262 
Other income (expense) ...........          860                5            1,151 
                                    -----------      -----------      ----------- 
Income (loss) before income                                                       
  taxes ..........................       (4,036)         (23,429)         (19,026)
Provision (benefit) for income                                                    
  taxes ..........................       (1,612)          (9,372)          (7,329)
                                    -----------      -----------      ----------- 
Net income (loss) ................  $    (2,424)         (14,057)     $   (11,697)
                                    ===========      ===========      =========== 

FINANCIAL RATIOS AND                                                              
    OTHER DATA:                                                                   
Depreciation and amortization ....  $     4,641            9,535      $    35,557 
Capital expenditures .............        5,761            1,884           25,215 
Ratio of earnings to fixed                                                        
  charges(i)                                                                      
  EBITDA(j) ......................        5,713           (6,309)          40,793 
Ratio of EBITDA to                                                                
  interest expense(k) ............                                           1.7x 
Ratio of net debt to                                                              
  EBITDA(l)                                                                       

See accompanying Notes to Unaudited Pro Forma Combined Statements of Operations.

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                                                        [Enlarge/Download Table]

                                                 COMPANY           COFIMETA        PRO FORMA  
                                   COMPANY      PRO FORMA         PRO FORMA (O)     COMBINED  
                                -------------  ------------      -------------   -------------
                                 NINE MONTHS    NINE MONTHS        NINE MONTHS    NINE MONTHS 
                                   ENDED          ENDED              ENDED          ENDED     
                                DEC. 31, 1998  DEC. 31,1998      SEP. 30, 1998   DEC. 31, 1998
                                -------------  ------------      -------------   -------------
(DOLLARS IN THOUSANDS)                                                                        
                                                                                              

Net sales                       $    408,144   $                 $    147,107    $    555,251 
Cost of sales                        372,612                          136,355         508,967 
                                ------------   ------------      ------------    ------------ 
Gross profit                          35,532                           10,752          46,284 
Selling, general and                                                                          
  administrative expenses             22,235                            9,656          31,891 
Reorganization costs                    --             --              (1,350)         (1,350)
Restructuring provision                1,176                               95           1,271 
Gain on sale of equipment                                                                --   
                                ------------   ------------      ------------    ------------ 
Income (loss) from Operations         12,121                            2,351          14,472 
Interest expense, net                 14,255           (422)(m)         4,735          18,568 
Other income (expense)                   949                               13             962 
                                ------------   ------------      ------------    ------------ 
Income (loss) before income                                                                   
  taxes                               (1,185)           422            (2,371)         (3,134)
Provision (benefit) for income                                                                
  taxes                                 (475)           169(n)           (948)         (1,254)
                                ------------   ------------      ------------    ------------ 
Net income (loss)               $       (710)  $        253      $     (1,423)   $     (1,880)
                                ============   ============      ============    ============ 

FINANCIAL RATIOS AND                                                                          
    OTHER DATA:                                                                               
Depreciation and amortization   $     19,552   $                 $      6,607    $     26,159 
Capital expenditures                                                                          
Ratio of earnings to fixed                                                                    
  charges(i)                            --                                               --   
EBITDA (j)                            32,622                            8,971          41,593 
Ratio of EBITDA to                                                                            
  interest expense(k)                    2.3x                                             2.2x
Ratio of net debt to                     5.3x                                             5.2x
  EBITDA(l)                                                                                   

See accompanying Notes to Unaudited Pro Forma Combined Statements of Operations.

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NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

    (a)  Statement of Operations Data for the Company for the year ended March
        31, 1998 includes operating data for Howell and RPIH for the periods
         subsequent to acquisition (Howell - August 14, 1997 to March 31, 1998
and RPIH - November 26, 1997 to March 31, 1998).            

   (b)  Represents amortization of bond acquisition fees associated with the
Series A Notes.                                             

   (c)  Represents the net effect on interest expense as a result of (1) the
         elimination of historical interest expense after the repayment of the
      existing senior bank credit facilities and other outstanding debt,
          using proceeds from the Series A Offering and (2) the Series A, Series
         B and Series C Offerings, using an interest rate of 10.125% per annum
         for the Series A Notes and 9.25% per annum for the Series B Notes and
       9.685% for the Series C Notes. This amount excludes interest on the
  portion of the proceeds of the Series A, Series B and Series C
         Offerings used for the Howell, RPIH, Suspension Division and Cofimeta
acquisitions as follows:                                    

                                                                [Download Table]
                                                              
Interest differential historical versus Offerings     $ 8,507 
Acquisition of:                                               
         Howell                                          (884)
         RPI                                             (169)
         Suspension                                    (4,075)
         Cofimeta                                      (3,810)
                                                      ------- 
                                                      $  (431)
                                                      ======= 

See Notes (e)(4), (f)(4), (g)(3) and (h)(4).

(d)  Represents the estimated income tax effect of the pro forma      
adjustments using an effective tax rate of 40%.             

     (e)  The Howell Pro Forma information includes Statement of Operations data
      for Howell as if the Company had acquired Howell on April 1, 1997:

                                                        [Enlarge/Download Table]

                                                                   PRO FORMA           HOWELL      
                                                 HOWELL(1)        ADJUSTMENTS         PRO FORMA    
                                              ---------------   ---------------     ---------------
                                                PERIOD FROM       PERIOD FROM        PERIOD FROM   
                                               APRIL 1, 1997     APRIL 1, 1997       APRIL 1, 1997 
                                                 THROUGH            THROUGH            THROUGH     
                                              AUGUST 13, 1997   AUGUST 13, 1997     AUGUST 13, 1997
                                              ---------------   ---------------     ---------------
                                                            (DOLLARS IN THOUSANDS)                 
                                                                                                   
Net sales                                      $     34,329      $       --          $     34,329  
Cost of sales                                        31,070               119(2)           31,189  
                                               ------------      ------------        ------------  
Gross profit                                          3,259              (119)              3,140  
Selling, general and administrative expenses          1,626                25(3)            1,651  
Reorganization cost                                    --                --                  --    
Restructuring provision                                --                --                  --    
Gain on sale of equipment                              --                --                  --    
                                               ------------      ------------        ------------  
Income (loss) from operations                         1,633              (144)              1,489  
Interest expense, net                                   (26)              884(4)              858  
Other income (expense)                                 --                --                  --    
                                               ------------      ------------        ------------  
Income (loss) before income taxes                     1,659            (1,028)                631  
Provision (benefit) for income taxes                    680              (411)(5)             269  
                                               ------------      ------------        ------------  
Net income (loss)                              $        979      $       (617)       $        362  
                                               ============      ============        ============  

(1)  Statement of Operations data for Howell for the period prior to  
     acquisition by the Company (April 1, 1997 - August 13, 1997). The
      information was derived from Howell's unaudited internal financial
statements.                                                 

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    (2)  Represents increased depreciation expense as a result of the write up
          of property, plant and equipment to fair market value as a part of the
purchase accounting related to the acquisition of Howell.   

    (3)  Represents amortization of acquisition expenses related to the Howell
acquisition.                                                

   (4)  Represents the net effect on interest expense as a result of the use
        of proceeds from the Series A Offering for the acquisition of Howell
        of $23,245. Interest expense is calculated using an interest rate of
10.125% per annum. See Note (c).                            

(5)  Represents the estimated income tax effect of the pro forma      
adjustments using an effective tax rate of 40%.             

(f)  The RPIH Pro Forma information includes Statement of Operations data as if 
the Company had acquired RPIH on April 1, 1997:                       

                                                        [Enlarge/Download Table]

                                                                   PRO FORMA               RPIH         
                                                   RPIH(1)         ADJUSTMENTS            PRO FORMA     
                                              -----------------   -----------------    -----------------
                                                 PERIOD FROM       PERIOD FROM           PERIOD FROM    
                                               APRIL 1, 1997       APRIL 1, 1997        APRIL 1, 1997   
                                                  THROUGH             THROUGH              THROUGH      
                                              NOVEMBER 25, 1997   NOVEMBER 25, 1997    NOVEMBER 25, 1997
                                              -----------------   -----------------    -----------------
                                                               (DOLLARS IN THOUSANDS)                   
                                                                                                        
Net sales                                      $        9,035      $         --         $        9,035  
Cost of sales                                          10,602                  40(2)            10,642  
                                               --------------      --------------       --------------  
Gross profit                                           (1,567)                (40)              (1,607) 
Selling, general and administrative expenses              127                  50(3)               177  
Reorganization cost                                      --                  --                   --    
Restructuring provision                                  --                  --                   --    
Gain on sale of equipment                                --                  --                   --    
                                               --------------      --------------       --------------  
Income (loss) from operations                          (1,694)                (90)              (1,784) 
Interest expense, net                                     263                 169(4)               432  
Other income (expense)                                    (35)               --                    (35) 
                                               --------------      --------------       --------------  
Income (loss) before income taxes                      (1,992)               (259)              (2,251) 
Provision (benefit) for income taxes                     (742)               (104)(5)             (846) 
                                               --------------      --------------       --------------  
Net income (loss)                              $       (1,250)     $         (155)      $       (1,405) 
                                               ==============      ==============       ==============  

(1)  Statement of Operations data for RPIH for the period prior to    
        acquisition by the Company (April 1, 1997 to November 25, 1997). The
    information was derived from RPIH's unaudited internal financial
statements.                                                 

    (2)  Represents increased depreciation expense as a result of the write up
          of property, plant and equipment to fair market value as a part of the
purchase accounting related to the acquisition of RPIH.     

   (3)  Represents amortization of acquisition expenses and goodwill related
to the RPIH acquisition.                                    

   (4)  Represents the net effect on interest expense as a result of the use
         of proceeds from the Series A Offering for the acquisition of RPIH of
    $2,500. Interest expense is calculated using an interest rate of
10.125% per annum. See Note (c).                            

(5)  Represents the estimated income tax effect of the pro forma      
adjustments using an effective tax rate of 40%.             

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(g) The Suspension Division Pro Forma information includes Statement of         
 Operations data as if the Company had acquired the Suspension Division on
April 1, 1997:                                                          

                                                        [Enlarge/Download Table]

                                                                                      SUSPENSION    
                                               SUSPENSION         PRO FORMA            DIVISION     
                                               DIVISION(1)        ADJUSTMENTS           PRO FORMA   
                                              --------------     --------------      -------------- 
                                               PERIOD FROM        PERIOD FROM          PERIOD FROM  
                                              APR. 1, 1997 -     APR. 1, 1997 -       APR. 1, 1997 -
                                              MAR. 31, 1998      MAR. 31, 1998        MAR. 31, 1998 
                                              --------------     --------------      -------------- 
                                                             (DOLLARS IN THOUSANDS)                 
                                                                                                    
Net sales                                     $      122,478     $         --        $      122,478 
Cost of sales                                        114,721               --               114,721 
                                              --------------     --------------      -------------- 
Gross profit                                           7,757               --                 7,757 
Selling, general and administrative expenses           7,154                391(2)            7,545 
Reorganization cost                                     --                 --                  --   
Restructuring provision                                 --                 --                  --   
Gain on sale of equipment                               --                 --                  --   
                                              --------------     --------------      -------------- 
Income (loss) from operations                            603               (391)                212 
Interest expense, net                                  1,033              4,075(3)            5,108 
Other income (expense)                                   860               --                   860 
                                              --------------     --------------      -------------- 
Income (loss) before income taxes                        430             (4,466)             (4,036)
Provision (benefit) for income taxes                     174             (1,786)(4)          (1,612)
                                              --------------     --------------      -------------- 
Net income (loss)                             $          256     $       (2,680)     $       (2,424)
                                              ==============     ==============      ============== 

(1)  Statement of Operations data for the Suspension Division for the 
      twelve months ended March 31, 1998 was derived from the Suspension
Division's unaudited internal financial statements.         

   (2)  Represents amortization of acquisition expenses and goodwill related
to the Suspension Division acquisition.                     

   (3)  Represents the net effect on interest expense as a result of the use
of proceeds from the Series A and Series B Offerings for the
          acquisition of the Suspension Division of $53,465. Interest expense is
         calculated using an interest rate of 10.125% per annum for the Series
     A Notes and 9.25% per annum for the Series B Notes. See Note (c).

(4)  Represents the estimated income tax effect of the pro forma      
adjustments using an effective tax rate of 40%.             

(h) The Cofimeta Pro Forma information includes Statement of Operations data as 
if the Company had acquired Cofimeta on April 1, 1997:                  

                                                        [Enlarge/Download Table]

                                                                   PRO FORMA             COFIMETA     
                                               COFIMETA(1)        ADJUSTMENTS           PRO FORMA     
                                              --------------      --------------       -------------- 
                                               PERIOD FROM        PERIOD FROM           PERIOD FROM   
                                               JAN. 1, 1997 -     JAN. 1, 1997 -       JAN. 1, 1997 - 
                                               DEC. 31, 1997      DEC. 31, 1997        DEC. 31, 1997  
                                              --------------      --------------       -------------- 
                                                               (DOLLARS IN THOUSANDS)                 
                                                                                                      
Net sales                                     $      189,031      $         --         $      189,031 
Cost of sales                                        181,985                 795(2)           182,780 
                                              --------------      --------------       -------------- 
Gross profit                                           7,046                (795)               6,251 
Selling, general and administrative expenses          14,697                  92(3)            14,789 
Reorganization cost                                    1,158                --                  1,158 
Restructuring provision                                6,153               6,153                      
Gain on sale of equipment                               --                  --                        
                                              --------------      --------------       -------------- 
Income (loss) from operations                        (14,962)               (887)             (15,849)
Interest expense, net                                  2,505               5,080(4)             7,585 
Other income (expense)                                     5                   5                      
                                              --------------      --------------       -------------- 
Income (loss) before income taxes                    (17,462)             (5,967)             (23,429)
Provision (benefit) for income taxes                      17              (9,389)(5)           (9,372)
                                              --------------      --------------       -------------- 
Net income (loss)                             $      (17,479)     $        3,422       $      (14,057)
                                              ==============      ==============       ============== 

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    (1)  Statement of Operations data for Cofimeta for the period January 1 to
  December 31, 1997 were derived from Cofimeta audited financial
statements.                                                 

(2)  Represents increased depreciation expense as a result of the     
        conformance of accounting policies and depreciable lives between the
Company and Cofimeta.                                       

    (3)  Represents amortization of debt issuance cost related to the Series C
bond issuance.                                              

(4)  Represents the net effect on interest expense as a result of the 
following:                                                  

                                                                [Download Table]
                                                                    
Use of proceeds from the Series C offering for the                  
    acquisition of Cofimeta of $37,625. Interest expense            
    is calculated using an interest rate of 10.125% per             
    annum - See Note C                                        $3,810

Interest on deferred share purchase price in accordance             
    with the acquisition. Interest is calculated using an           
    effective interest rate of 10% per annum                     941

Net effect on interest expense as a result of revaluation           
    of indebtedness as a part of the acquisition                    
    Includes deferred debt payments as well as                      
    Continuation Plan indebtedness                               329
                                                              ------
                                                              $5,080
                                                              ======

(5)  Represents the estimated income tax effect of the pro forma      
          adjustments and restatement of the historical provision to reflect the
         recording of a deferred tax asset during purchase accounting using an
effective tax rate of 40%.                                  

(i)  For purposes of this computation, earnings consist of income (loss) before 
income taxes plus fixed charges. Fixed charges consist of interest on 
indebtedness plus that portion of rental expense representative of the
   interest factor. For the fiscal year ended March 31, 1998, on a pro forma
    basis for the Howell, RPIH, Suspension Division and Cofimeta acquisitions,
     earnings were insufficient to cover fixed charges by $19.0 million. For the
  nine months ended December 31, 1998, earnings were insufficient to cover
    fixed charges by $1.2 million. For the nine months ended December 31, 1998
on a pro forma basis for the Cofimeta acquisition, earnings were      
insufficient to cover fixed charges by $3.1 million.                  

(j)  EBITDA is defined as income (loss) before interest, income taxes,          
depreciation and amortization. EBITDA should not be construed as a    
substitute for income from operations, net income or cash flow from   
   operating activities for the purpose of analyzing the Company's operating
performance, financial position and cash flows.                       

(k)  Defined as the ratio of EBITDA to net interest expense.                    

(l)  Ratio of net debt to EBITDA with net debt consisting of total debt less    
cash and cash equivalents and unexpended bond proceeds.               

(m)  Represents the net effect on interest expense as a result of the           
    elimination of historical interest expense after the repayment of existing
   senior bank credit facilities, the issuance of the Series C Notes and the
acquisition of Cofimeta as follows:                                   

                                                                [Download Table]
                                                                
Interest differential historical versus Series C     $    2,434 
Acquisition of Cofimeta                                  (2,856)
                                                     ---------- 
                                                     $     (422)
                                                     ========== 

(n)  Represents the estimated income tax effect of the pro forma adjustments    
using an effective tax rate of 40%.                                   

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(o)  The Cofimeta Pro Forma information includes Statement of Operations data as
if the Company had acquired Cofimeta on April 1, 1998:                

                                                        [Enlarge/Download Table]

                                                                     PRO FORMA              COFIMETA      
                                                  COFIMETA(1)        ADJUSTMENTS            PRO FORMA     
                                              ------------------  ------------------    ------------------
                                                  PERIOD FROM        PERIOD FROM           PERIOD FROM    
                                                JAN. 1, 1998 -      JAN. 1, 1998 -        JAN. 1, 1998 -  
                                              SEPTEMBER 30, 1998  SEPTEMBER 30, 1998    SEPTEMBER 30, 1998
                                              ------------------  ------------------    ------------------
                                                                (DOLLARS IN THOUSANDS)                    
                                                                                                          
Net sales                                       $      147,107      $         --          $      147,107  
Cost of sales                                          135,773                 582               136,355  
                                                --------------      --------------        --------------  
Gross profit                                            11,334                (582)               10,752  
Selling, general and administrative expenses             9,587                  69(3)              9,656  
Reorganization Cost                                     (1,350)               --                  (1,350) 
Restructuring provision                                     95                  95                        
Gain on sale of equipment                                 --                  --                          
                                                --------------       --------------        -------------- 
Income (loss) from operations                            3,002                (651)                2,351  
Interest expense, net                                      980               3,755(4)              4,735  
Other income                                                13                --                      13  
                                                --------------      --------------        --------------  
Income (loss) before income taxes                        2,035              (4,406)               (2,371) 
Provision (benefit) for income taxes                        54              (1,002)(5)              (948) 
                                                --------------      --------------        --------------  
Net income (loss)                               $        1,981      $       (3,404)       $       (1,423) 
                                                ==============      ==============        ==============  

(1)  Statement of Operations data for Cofimeta for the period January 1, 1998 to
     September 30, 1998 were derived from Cofimeta Audited Financial Statements.

(2)  Represents increased depreciation expense as a result of the conformance of
accounting policies and depreciation lives between the Company and    
Cofimeta.                                                             

(3)  Represents amortization of debt issue cost related to the Series C Bond    
issuance.                                                             

(4)  Represents the net effect on interest as result of following:              

                                                                [Download Table]
                                                                               
Use of proceeds from the Series C offering for the acquisition of              
Cofimeta of $37,625. Interest expense is calculated using an interest          
rate of 10.125% per annum - See Note C                                    2,856

Interest on deferred share purchase price in accordance with                   
the purchase agreement. Interest is calculated using an                        
effective interest rate of 10% per annum                                    702

Net effect on interest expense as a result of revaluation of                   
indebtedness as a part of the acquisition.  Includes deferred                  
debt payments as well as Continuation Plan indebtedness                        
Interest expense is calculated using an effective interest                     
rate of 10% per annum                                                       197
                                                                       --------
                                                                       $  3,755
                                                                       ========

(5)  Represents the estimated income tax effect of the pro forma adjustments and
restatement of the historical provision to reflect the recording of a 
  deferred tax asset during purchase accounting using an effective rate of
40%.                                                                  

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 SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

The following table sets forth (i) the selected consolidated historical 
financial data of the Predecessor for the years ended March 31, 1994 and 1995   
which was derived from the audited consolidated financial statements of the     
Predecessor, (ii) selected consolidated historical financial data of the        
Predecessor for the period from April 1, 1995 through October 27, 1995, (iii)   
selected consolidated historical financial data of the Company from October 28, 
1995 through March 31, 1996 and the years ended March 31, 1997 and 1998, and    
(iv) selected consolidated historical financial data of the Company for the nine
months ended December 31, 1997 and 1998. The selected consolidated historical   
financial data for the period April 1, 1995 through October 27, 1995; and the   
period October 28, 1995 through March 31, 1996 was derived from the audited     
consolidated financial statements of the Predecessor and the Company, which are 
included elsewhere in this Prospectus, together with the report of Deloitte &   
Touche LLP, independent accountants. The selected consolidated historical       
financial data for the years ended March 31, 1997 and 1998, was derived from the
audited consolidated financial statements of the Company, which are included    
elsewhere in this Prospectus, together with the report of a predecessor of      
Pricewaterhouse Coopers LLP (Price Waterhouse LLP), independent accountants. The
selected consolidated historical financial data for the nine months ended       
December 31, 1997 and 1998 were derived from unaudited interim financial        
statements which, in the opinion of management, have been prepared on the same  
basis as the audited financial statements and include all adjustments (all of   
which are of a normal recurring nature) that are necessary for a fair           
presentation of the results for the period. The following table should be read  
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Pro Forma Combined Financial Data," and the        
Consolidated Financial Statements of the Company and the related notes and other
financial information presented elsewhere in this Prospectus.                   

                                                        [Enlarge/Download Table]

                                                                HISTORICAL                                     
                                ----------------------------------------------------------------------------   
                                                     PREDECESSOR                                 COMPANY       
                                -------------------------------------------------------       --------------   
                                   MAR. 31,            MAR. 31,          APR. 1, 1995-        OCT. 28, 1995-   
                                   1994(a)              1995             OCT. 27, 1995        MAR. 31, 1996    
                                --------------      --------------       --------------       --------------   
                                                         (DOLLARS IN THOUSANDS)                                
STATEMENT OF OPERATIONS DATA:                                                                                  
                                                                                                               
Net sales                       $       65,182      $       75,097       $       49,043       $       35,572   
Gross profit                             5,955               4,206                2,148                3,948   
Selling, general and                                                                                           
  administrative                         2,164               4,554                3,922                2,235   
Restructuring provision                   --                  --                   --                   --     
Gain on sale of equipment                 --                  --                   --                   --     
                                --------------      --------------       --------------       --------------   
Operating income (loss)                  3,791                (348)              (1,774)               1,713   
Interest expense                         1,658               1,267                1,048                1,096   
Other income (expense)                    --                  --                   --                   --     
                                --------------      --------------       --------------       --------------   
Income (loss) before income               --                  --                   --                   --     
  taxes                                  2,133              (1,615)              (2,822)                 617   
Provision (benefit) for income                                                                                 
  taxes                                    706                (349)                (938)                 202   
                                --------------      --------------       --------------       --------------   
Net income (loss)               $        1,427      $       (1,266)      $       (1,884)      $          415   
                                ==============      ==============       ==============       ==============   
Net income (loss) per share               --                  --                   --         $         9.10   
BALANCE SHEET DATE                                                                                             
  (END OF PERIOD):                                                                                             
Cash and cash equivalents       $        4,261      $         --         $         --         $         --     
Accounts receivable                      7,936               9,835               13,312                8,338   
Inventories                              3,542               4,170                4,429                3,719   
Total assets                            36,127              41,523               59,770               49,200   
Total debt                              13,396              12,907               23,233               26,758   
Redeemable preferred stock                --                  --                   --                   --     
Total shareholders equity               12,406              10,833                9,329                  935(c)
OTHER DATA:                                                                                                    
Depreciation and amortization   $        1,747      $        1,413       $          919       $          687   
Capital expenditures                       920               4,384                5,111                3,466   
Ratio of earnings to fixed                                                                                     
  charges(d)                               2.2x                --                   --                   1.5x  
EBITDA(e)                       $        5,538      $        1,065       $         (855)      $        2,400   
Gross margin(f)                           9.14%               5.60%                4.38%               11.10%  

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 SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA (CONTINUED)

                                                        [Enlarge/Download Table]

                                                                  HISTORICAL                                 
                                     ----------------------------------------------------------------------- 
                                                                   COMPANY                                   
                                     ----------------------------------------------------------------------- 
                                       Mar. 31,           Mar. 31,           Nine Months       Ended Dec. 31,
                                         1997               1998                1997               1998      
                                     -------------      -------------       -------------      ------------- 
                                                                                      (unaudited)            
                                                             (DOLLARS IN THOUSANDS)                          
                                                                                                             
STATEMENT OF OPERATIONS DATA:                                                                                
Net sales                            $     136,861      $     410,321       $     295,530      $     408,144 
Gross profit                                11,486             41,901              28,350             35,532 
Selling, general and administrative          7,685             21,839              13,587             22,235 
Restructuring provision                       --                1,610                --                1,176 
Gain on sale of equipment                     --               (1,602)               --                 --   
                                     -------------      -------------       -------------      ------------- 
Operating income (loss)                      3,801             20,054              14,763             12,121 
Interest expense                             3,388             10,710               7,921             14,255 
Other income (expense)                       2,201                321                 531                949 
                                     -------------      -------------       -------------      ------------- 
Income (loss) before income                                                                                  
  taxes                                      2,614              9,665               7,373             (1,185)
Provision (benefit) for income                                                                               
  taxes                                      1,065              4,074               2,949               (475)
                                     -------------      -------------       -------------      ------------- 
Net income (loss)                    $       1,549      $       5,591       $       4,424      $        (710)
                                     =============      =============       =============      ============= 
Net income (loss) per share          $        9.37      $       13.74       $       11.05      $       (5.49)
BALANCE SHEET DATA                                                                                           
  (END OF PERIOD):                                                                                           
Cash and cash equivalents            $       9,671      $      18,321              19,555      $         318 
Accounts receivable                         47,626             65,273              51,375             86,336 
Inventories                                 13,411             21,305              20,158             33,911 
Total assets                               243,694            320,032             290,312            412,562 
Total debt                                  99,829            139,448             128,517            374,054 
Redeemable preferred stock                  39,300             40,192              40,458             40,586 
Total shareholders equity                    2,341              6,118               1,377             (2,078)
OTHER DATA:                                                                                                  
Depreciation and amortization        $       5,041      $      20,279       $      14,580      $      19,552 
Capital expenditures                         3,326             16,723              11,418             20,369 
Ratio of earnings to fixed                                                                                   
  charges(d)                                   1.7x               1.7x                                       
EBITDA(e)                            $      11,043      $      40,654       $      29,874      $      32,622 
Gross margin(f)                               8.60%             10.21%               9.59%              8.71%

See Notes to Selected Consolidated Historical Financial Data.                   

(a)  Reflects the audited financial statements of the Predecessor prepared in   
 accordance with Canadian generally accepted accounting principals, with
Canadian dollars being converted to a U.S. dollar equivalent using an 
    average Canadian to U.S. foreign currency exchange rate of 1.3810, for the
period ended March 31, 1994.                                          

(b)  This provision includes income before taxes for the discontinuance of      
 Laserweld and Parallel. Management does not anticipate that these costs
will be a part of future operations.                                  

(c)  The reduction in equity of $8.4 million from October 27, 1995 to March 31, 
    1996, is primarily a result of the elimination of the Predecessor's equity
    as a part of the purchase accounting adjustments made upon the acquisition
of the Predecessor on October 27, 1995.                               

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(d)  For purposes of this computation, earnings consist of income (loss) before 
income taxes plus fixed charges. Fixed charges consist of interest on 
indebtedness plus that portion of rental expense representative of the
    interest factor. For fiscal 1995, the Company's earnings were insufficient
 to cover fixed charges by $1.6 million. For the period April 1, 1995 to
   October 27, 1995, the Company's earnings were insufficient to cover fixed
   charges by $2.8 million. For the nine months ended December 31, 1998, the
Company's earnings were insufficient to cover fixed charges by $1.2   
million.                                                              

(e)  EBITDA is defined as income (loss) before interest, income taxes,          
depreciation and amortization. EBITDA should not be construed as a    
substitute for income from operations, net income or cash flow from   
   operating activities for the purpose of analyzing the Company's operating
performance, financial position and cash flows.                       

(f)  Gross margin is defined as gross profit as a percent of net sales for each 
of the applicable periods.                                            

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

RESULTS OF OPERATIONS                                                   

The following management's discussion and analysis of financial 
  condition and results of operations should be read in conjunction with our
"Pro Forma Combined Financial Data" and our Consolidated Financial      
Statements and notes thereto included elsewhere in this Prospectus. The 
    historical information for the fiscal year ended March 31, 1997 includes the
   Lobdell results of operations for the period subsequent to its acquisition.
For comparative purposes, the financial information for the fiscal year 
    ended March 31, 1996 represents the combination of the results of operations
 for the Predecessor for the period from April 1, 1995 to October 27, 1995
   together with our results of operations from October 28, 1995 through March
    31, 1996 (the period subsequent to the acquisition of the Predecessor by the
    Company). The financial statements of the Predecessor and the Company in the
two combined periods are not comparable in certain respects due to      
differences between the cost basis of certain assets held by the Company
versus that of the Predecessor, resulting in reduced depreciation and   
  amortization charges subsequent to October 27, 1995, changes in accounting
    policies and the recording of certain liabilities at the date of acquisition
in connection with the purchase of the Predecessor by the Company.      
Accordingly, the combination of these two periods does not purport to   
    represent what the results of operations of the Company would have been on a
pro forma basis had it acquired the Predecessor on April 1, 1995.       

        The nine months ended December 31, 1998 statements of operations for the
 Company include the results of operations for all subsidiaries, including
   Lobdell, Howell, RPIH, and the Suspension Division. Lobdell was acquired on
   January 10, 1997, Howell was acquired August 13, 1997, RPIH was acquired on
November 25, 1997, and the Suspension Division was acquired on April 1, 
1998. Each was accounted for using the purchase method of accounting.   
Therefore, the nine month statements of operations for the period ended 
    December 31, 1997 includes only a portion of the operating results of Howell
and RPIH, and do not include the operating results of the Suspension    
Division.                                                               

 Nine Months Ended December 31, 1998 Compared to Nine Months Ended
December 31, 1997                                                       

       Net Sales -- Net sales for the nine months ended December 31, 1998 were
   $408.1 million, an increase of $112.6 million as compared to $295.5 million
   for the same period last year. The overall increase is primarily the result
    of the acquisitions made since the prior year ($132.5 million) offset by the
    year to date net impact of the GM strike ($12.7 million) and similar factors
as described below.                                                     

  Gross Profit -- For the nine months ended December 31, 1998, gross
  profit was $35.5 million, an increase of $7.2 million as compared to $28.3
   million for the same period last year. The increase is primarily the result
 of profit on incremental sales resulting from acquisitions, offset by the
 net impact of the General Motors strike ($5.2 million) and by the reduced
   market price for processed scrap ($2.9 million) on normal yield experience.

     Selling, General and Administrative Expenses ("SG&A") -- For the nine
   months ended December 31, 1998, SG&A expenses increased to $22.2 million or
   5.4% of net sales as compared to $13.6 million or 4.6% of net sales for the
prior year. The increase in expenditure levels is primarily due to the  
  support of current program launches (CAMI, Saturn and Ford) as well as the
    resources necessary to support the newly awarded programs for General Motors
(closure panels and rear underbody components for a new platform to be  
assembled solely in Mexico and chassis components for the North American
production of global platforms). The Company intends to invest in the   
   necessary resources to support customer engineering requirements and global
program management needs.                                               

Operating Income -- For the nine months ended December 31, 1998,
  operating income was $12.1 million, a decrease of $2.7 million as compared
 to $14.8 million for the same period last year. The decrease is primarily
the result of the net impact of the General Motors strike and decreasing
scrap recovery prices on normal yield experience partially offset by the
profit on incremental sales generated by acquisitions.                  

    Interest Expense -- For the nine months ended December 31, 1998, net
   interest expense was $14.3 million, an increase of $6.4 million as compared
  to $7.9 million for the same period last year. The increase in expense was
due primarily to the issuance of $35.0 million of 10 1/8% Senior        
Subordinated Notes due 2007, Series B (the "Series B Notes") on April 1,
1998, and the issuance                                                  

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   of $40.0 million of 10 1/8% Senior Subordinated Notes due 2007, Series C (the
  "Series C Notes") on December 8, 1998. The Series B Notes and Series C Notes
represent incremental borrowings issued at effective interest rates of    
  approximately 9.25% and 9.685% respectively. The balance of the increase can
be attributed to the impact of the General Motors strike on operating cash
flow and the interim financing of customer tooling for current program    
launches.                                                                 

        Net Income -- For the nine months ended December 31, 1998, we reported a
net loss of $0.7 million, a decrease of $5.1 million as compared to the 
   prior year. As explained above, the decrease relates primarily to increased
interest expense ($3.8 million), the impact of the General Motors strike
($3.1 million) and the impact of the lower scrap sales pricing ($1.7    
million).                                                               

        Fiscal Year Ended March 31, 1998 Compared to Fiscal Year Ended March 31,
1997                                                                    

    Net Sales -- Net sales for the year ended March 31, 1998 were $410.3
 million. This represents an increase of $273.4 million as compared to net
   sales for the fiscal year ended March 31, 1997 of $136.9 million. Net sales
   for the fiscal year ended March 31, 1997 included net sales of Lobdell only
 from the acquisition date of January 10, 1997 through March 31, 1997. The
   increase for the year was due principally from the Lobdell, Howell and RPIH
    acquisitions ($269.8 million). The balance of the increase related primarily
to the strength of light truck and sport utility vehicle production     
  partially offset by the discontinuance of certain customer platforms. On a
  pro forma basis, had the net sales from all acquisitions been included for
the entire fiscal 1998, net sales would have been $453.7 million.       

        Gross Profit -- Gross profit was $41.9 million or 10.2% of net sales for
 the year ended March 31, 1998 as compared to $11.8 million or 8.6% of net
sales for the year ended March 31, 1997. This represents an increase of 
 $30.1 million as compared to the prior year. The gross profit increase is
  related to the incremental sales resulting from the acquisitions, combined
   with operating improvements made throughout the year on existing as well as
acquired sales. The increase in gross margin is a result of operating   
improvements through employment and cost reductions, productivity       
improvements, increased capacity utilization, quality improvements and  
production schedule attainment. The increased gross profit was partially
offset by costs associated with the conversion of Canadian operations to
    transfer and robotic technology, startup of the Mexican operations and costs
    associated with the launch of future platforms (Saturn LS, Windstar and Ford
heavy-duty pickup (PN131)).                                             

      Selling, General and Administrative Expenses ("SG&A") -- SG&A expenses
   were $21.8 million or 5.3% of net sales as compared to $7.7 million or 5.6%
    for the year ended March 31, 1997. The decrease as a percentage of net sales
    was a result of the efficiencies derived through acquisition integration and
cost reduction programs. The financial and administrative functions were
  consolidated into the Troy office, thereby allowing for the closure of the
   Alma and Southfield administrative offices. The increase in expenditures is
   primarily due to the overall growth of the organization during the year and
   the need to provide the necessary resources to support customer engineering
  support, global program management and the continued growth initiatives of
the organization.                                                       

       Operating Income -- Income from operations was $20.1 million or 4.9% of
  net sales for the year ended March 31, 1998 as compared to $3.8 million or
2.8% of net sales for the year ended March 31, 1997. For fiscal 1998,   
operating income benefited from the growth in the light truck and SUV   
programs as well acquisitions during the year. The increase in operating
  margin reflects the continued improvement of operations, implementation of
   cost saving programs and gain on the sale of equipment of the laser welding
operations. Partially offsetting the increase was the recording of      
restructuring charges as a part of our overall plant rationalization    
initiatives.                                                            

      Other Income - Other income for the year ended March 31, 1998 was $0.3
million or 0.1% of net sales as compared to $2.2 million or 1.6% of net 
  sales for the year ended March 31, 1997. The decrease was due primarily to
  foreign currency exchange transactions gains recorded in fiscal 1997 which
were not present in fiscal 1998.                                        

     Interest Expense - Interest expense for the year ended March 31, 1998
  was $10.7 million or 2.6% of net sales as compared to $3.4 million or 2.5%
of net sales for the year ended March 31, 1997. While interest as a     
 percentage of net sales remained relatively flat, the overall increase in
expense was due primarily to the issuance of $125.0 million of 10 1/8%  
Senior Subordinated Notes on June 24, 1997. The Notes represent both    
incremental borrowing as well as increased interest rate as compared to 
    outstanding debt of the prior period. Proceeds of the Notes were used to pay
off existing debt and support acquisition activities. The increase in   
 interest expense was partially offset by interest income derived over the
year on unused bond proceeds available for short term investment.       

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      Income Tax -- Income tax expense was $4.1 million or 1.0% of net sales
  for the period ended March 31, 1998 as compared to $1.1 million or 0.8% of
net sales for the year ended March 31, 1997. The increased income tax of
    $3.0 million is a result of the $7.1 million increase in income before taxes
 for the year ended March 31, 1998 as compared to the previous year and an
increase in our overall effective tax rate.                             

     Net Income - Net income was $5.6 million or 1.4% of net sales for the
  year ended March 31, 1998 as compared to $1.5 million or 1.1% of net sales
for the year ended March 31, 1997. The improvement of $4.1 million was a
  result of increased operating and other income of $14.4 million, offset by
 the increase in interest expense of $7.3 million and income taxes of $3.0
million.                                                                

  Fiscal Year Ended March 31, 1997 Compared to Fiscal Year Ended March 31,
1996                                                                  

    Net Sales -- Net sales for the year ended March 31, 1997 were $136.9
million, including the net sales of Lobdell from January 10, 1997 (the  
 "Acquisition Date") through March 31, 1997. This was an increase of $52.2
 million or 61.7% as compared to net sales for the fiscal year ended March
31, 1996 of $84.6 million. The increase was due principally to the      
    acquisition of Lobdell and was partially offset by lower sales volume due to
   model changeovers. On a pro forma basis, if Lobdell net sales were included
 with that of the Company for the entire fiscal year ended March 31, 1997,
  net sales would have been $330.2 million, an increase of $245.6 million as
compared to the prior year, and if Howell and RPIH net sales were also  
included for fiscal 1997, net sales would have been $433.4 million, an  
increase of $348.8 million as compared to the prior year.               

       Gross Profit -- Gross profit was $11.8 million or 8.6% of net sales for
the year ended March 31, 1997 as compared to $6.1 million or 7.2% of net
    sales for the year ended March 31, 1996. This represents an increase of $5.7
   million, or 93.4% as compared to the prior year. The increase was primarily
  a result of higher margins on Lobdell sales for the eighty day period from
    the Acquisition Date through March 31, 1997. Gross profit also increased due
  to (i) workforce reductions, (ii) improved materials cost management which
resulted in lower raw material costs and (iii) strong sales in the light
 truck and SUV markets, our largest sales segments and those which produce
its highest margins. The increased gross profit was partially offset by 
  costs associated with the production launch of the Saturn Coupe stampings.

      Selling, General and Administrative Expenses ("SG&A") -- SG&A expenses
   were $7.7 million or 5.6% of net sales for the year ended March 31, 1997 as
  compared to $6.2 million or 7.3% of net sales for the year ended March 31,
    1996. The decrease as a percentage of net sales was a result of efficiencies
and cost reduction programs undertaken by management. Specifically, the 
reduction in SG&A expenses as a percentage of net sales resulted from a 
  restructuring of the sales and product engineering functions into customer
focused business units.                                                 

      Operating Income -- Income from operations was $3.8 million or 2.8% of
    net sales for the year ended March 31, 1997 as compared to a deficit of $0.1
  million for the year ended March 31, 1996. The improvement of $3.9 million
  was a result of improved gross profit of $5.7 million, partially offset by
increased SG&A expenses of $1.5 million.                                

       Other Income -- Other income for the year ended March 31, 1997 was $2.2
million or 1.6% of net sales due primarily to foreign currency exchange 
transactions. No significant other income was earned for the year ended 
March 31, 1996.                                                         

      Interest Expense -- Interest expense for the year ended March 31, 1997
   was $3.4 million or 2.5% of net sales, an increase of $1.3 million over the
  interest expense for the year ended March 31, 1996. While interest expense
for both periods remained constant at 2.5% of net sales, the increase of
    $1.3 million was a result of variations in base lending rates and additional
borrowings resulting from the acquisition of Lobdell.                   

      Income Tax -- Income tax expense was $1.1 million or 0.8% of net sales
    for the period ended March 31, 1997 as compared to a benefit of $0.7 million
    or 0.8% of net sales for the year ended March 31, 1996. The increased income
tax expense of $1.8 million is a result of the $4.8 million increase in 
income before taxes for the year ended March 31, 1997 as compared to the
previous year.                                                          

      Net Income -- Net income was $1.5 million or 1.1% of net sales for the
  year ended March 31, 1997 as compared to a loss of $1.5 million or 1.8% of
    net sales for the year ended March 31, 1996. The improvement of $3.0 million
was a result of improved operating income of $3.9 million and increased 
other income of $2.2 million. The increase in net income was partially  
 offset by increased interest expense and income taxes of $1.3 million and
$1.8 million, respectively.                                             

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LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION                    

       Net income adjusted for non-cash charges (depreciation and amortization
 and deferred taxes) generated approximately $15.9 million of cash for the
nine months ended December 31, 1998 and generated approximately $24.4   
  million of cash for the year ended March 31, 1998. Cash decreased by $36.9
  million during the nine months ended December 31, 1998 based on an overall
increase in accounts receivable, inventories, and reimbursable tooling, 
   offset slightly by a decrease in other assets. During the nine months ended
December 31, 1998, we used approximately $75.1 million for investing    
activities, including the acquisitions of the Suspension Division ($53.9
million). These investing activities were supported substantially by the
issuance of the Series B Notes as described below and line of credit    
    borrowings. The cash generated by financing activities was made up primarily
of $78.5 million of proceeds from the Series B Notes and Series C Notes.

    Cash increased during the year ended March 31, 1998 based on overall
  increases in trade accounts payable of $11.4 million and refundable income
    taxes of $2.9 million. Offsetting the increase in cash for fiscal 1998 was a
net increase in accounts receivable, customer tooling, and other working
  capital requirements of $13.7 million. The increase in customer tooling is
  primarily a result of progress payments made to tooling vendors to support
 scheduled program launches set for fiscal 1999 (Saturn LS, Ford Windstar,
and CAMI J2). During the year, we used approximately $43.2 million for  
    investing activities, including the acquisitions of Howell and RPIH, as well
as the purchase of an equity interest in a publicly traded automotive   
  supplier. The overall cash requirements were funded by approximately $26.3
million of incremental borrowings.                                      

       At December 31, 1998 we had approximately $82.5 million available under
the Senior Credit Facility. At December 31, 1998, we had $ 22.7 million 
    outstanding under the line of credit and $4.8 million in outstanding letters
of credit to support certain IRBs and workers compensation commitments. 

        During the nine months ended December 31, 1998, we received net proceeds
of $40.8 million from the offering of the Series C Notes, after the     
   inclusion of approximately $1.5 million in premium and after the payment of
  $0.7 million in issuance costs. We used the net proceeds from the Series C
  Notes to repay borrowings under the Senior Credit Facility and for working
capital and other general corporate purposes.                           

      During fiscal 1998, we received net proceeds of $37.6 million from our
   offering of Series A Notes, after payment of approximately $83.1 million to
  refinance existing indebtedness and approximately $4.3 million in issuance
costs. We used approximately $23.2 million and $2.5 million respectively
toward the acquisitions of Howell and RPIH and related expenses. The    
 remainder of the proceeds were used for general corporate purposes and in
   part to fund the acquisition of the Suspension Division. The balance of the
  Suspension Division acquisition was funded by the issuance of the Series B
Notes.                                                                  

      We believe our application of the proceeds from the Existing Notes has
 enhanced our ability to meet our growth and business objectives. However,
interest payments on the Existing Notes will represent a significant    
liquidity requirement for us. We will be required to make scheduled     
  semi-annual interest payments on the Existing Notes of approximately $10.1
 million on June 15 and December 15 each year until their maturity on June
15, 2007 or until the Notes are redeemed.                               

     Capital expenditures were $20.4 million, or 5.0% of net sales for the
   nine months ended December 31, 1998 as compared to $11.4 million or 3.9% of
   net sales for the nine months ended December 31, 1997. The increase of $9.0
  million was due primarily to customer programs (the 1999 model year Saturn
   LS) and press equipment and automation upgrades. Other capital expenditures
included health and safety items, computer and network upgrades and Y2K 
support.                                                                

     Capital expenditures were $16.7 million, or 4.1% of net sales for the
    year ending March 31, 1998 as compared to $3.3 million, or 2.4% of net sales
for the year ended March 31, 1997. The increase of $13.4 million was due
primarily to the inclusion of acquisitions, the start up of two Mexican 
  operations ($3.7 million) and the development of a corporate Technical and
 Administrative center ($1.3 million). Other capital expenditures included
    investments to support new business (primarily the 1999 model year Saturn LS
 (previously designated Innovate), and Ford's Windstar and CAMI's J2, each
due to launch during the summer of 1998), press equipment and rebuilds, 
safety and maintenance equipment, automation and other productivity     
 improvement expenditures, and other items including computers and welding
equipment.                                                              

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  For fiscal 1999, our capital expenditures are expected to be $34.9
 million, consisting of a $14.0 million investment to support new business
and increase capacity; $11.0 million for press automation, rebuilds and 
   improvements; $2.5 million in computer system and network upgrades and $7.4
    million in other expenditures, including health, safety, environmental, cost
reduction and maintenance items.                                        

     We believe that cash generated from operations, together with amounts
    available under the Senior Credit Facility will be adequate to meet our debt
    service requirements, capital expenditures and working capital needs for the
  foreseeable future, although no assurance can be given in this regard. Our
future operating performance and ability to service or refinance the    
Existing Notes and to extend or refinance our other indebtedness will be
  subject to future economic conditions and to financial, business and other
factors that are beyond our control.                                    

RAMOS ARIZPE - MEXICO FACILITY                                          

       On March 31, 1999 we entered into a synthetic lease transaction through
  a wholly-owned Mexican subsidiary for the acquisition of new equipment for
and construction of a new facility being built in Ramos Arizpe, Mexico. 
Under U.S. Generally Accepted Accounting Principles, this transaction is
    classified as an operating lease. The approximately 330,000 sq. ft. facility
 will support the General Motors GMT 250/257 program (SUV/ Hybrid vehicle)
slated to begin production in April 2000. The GMT 250/257 program is    
expected to generate approximately $90.0 million of sales when in full  
production. We were awarded substantially all closure panels and rear   
   underbody components for the program. Plant rationalization has allowed for
   the transfer of equipment already owned to the facility. The lease payments
  for the facility will be approximately $6.0 million per year. The award of
  the program is in line with our expected growth into Mexico and is seen as
key to our future success in that country.                              

ACQUISITIONS                                                            

      We believe that the operations of the Suspension Division and Cofimeta
will enhance our ability to develop key suspension and structural       
  components. We believe that these acquisitions will have a positive impact
  on our results of operations for the fiscal year ending March 31, 1999 and
thereafter.                                                             

SHAREHOLDERS' EQUITY                                                    

For the nine months ended December 31, 1998, the fluctuation in 
  shareholders' equity for foreign currency adjustments of ($5.5 million) is
due to our long-term investment in Canada. This adjustment reflects the 
  relative weakening of the Canadian dollar, and has no impact on cash flow.

For the nine months ended December 31, 1998, the reduction in   
    shareholders' equity for holdings of marketable securities of ($1.0 million)
is due to stock price fluctuation of our strategic investment in a      
synergistic company.                                                    

IMPACT OF GENERAL MOTORS STRIKE                                         

During a portion of the nine months ended December 31, 1998,    
   substantially all of General Motors vehicle production was shut down due to
two local strikes in Flint, Michigan. General Motors is a significant   
customer of ours and the prolonged shutdown had an adverse effect on our
  results of operations for the nine months ended December 31, 1998. We took
all steps necessary to lessen the overall impact. A portion of the sales
  lost during the strike were made up in the three months ended December 31,
1998. The effect of the strike on these periods was as follows:         

                                                                [Download Table]

              THREE MONTHS        NINE MONTHS 
                 ENDED               ENDED    
             DEC. 31, 1998       DEC. 31, 1998
             -------------       -------------
                      (DOLLARS IN MILLIONS)   
                                              
Sales            $  5.6              $ (12.7) 
Gross Profit        1.3                (5.2)  
Net Income          0.8                (3.1)  
EBITDA              1.3                (5.2)  

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YEAR 2000                                                               

 We are aware of the potential impacts of the millennium change on
  business. In response, we have created a Year 2000 project team to perform
  inventory, remediation, and testing of possibly affected systems. The Year
 2000 project team is coordinated at the corporate level with support from
  senior management. Key individuals at the facility level are executing the
    Year 2000 efforts. We have also employed some external Year 2000 contractors
to assist with compliance in some areas. We are following the Year 2000 
 guidelines set forth by the Automotive Industry Action Group ("AIAG") and
are reporting Year 2000 status quarterly to the AIAG.                   

  We have broken the Year 2000 program into the following assessment
    areas: business computer systems, desktop computing, network infrastructure,
voice systems, shop floor systems, non-information technology items, and
    suppliers/business partners. As it relates to the AIAG areas for evaluation,
we do not have dedicated product-testing facilities nor do its products 
   contain any computer chips. We have completed a significant portion of Year
2000 remediation with the remainder to be finalized by July 31, 1999. In
  addition, we are committed to complete Year 2000 testing between March 31,
  1999 and September 31, 1999. We will continue Year 2000 compliance testing
throughout 1999 to ensure that regression does not occur.               

We have completed a thorough assessment of all manufacturing,   
administrative and management software. We have begun to upgrade certain
 software modules and/or code to comply with AIAG Year 2000 guidelines and
   timing. At the same time, we are implementing new software where compliance
  through upgrade could not be achieved in either a timely or cost effective
   manner. We are on target and expect to achieve Year 2000 compliance for all
    of our software by July 31, 1999. Further, we initiated the move to a common
software system as we continue the implementation effort across all     
facilities.                                                             

   We are assessing the Year 2000 readiness of our external suppliers,
business partners, and service providers to ensure that business        
   associations will not be negatively impacted by the Year 2000 date. We will
   use alternate sourcing and contingency planning in situations that threaten
our ability to deliver products or conduct business. Since these other  
companies are in various stages of Year 2000 readiness, we will be      
  monitoring their progress throughout 1999, assessing associated risks, and
taking a course of action to ensure business continuity.                

   In addition to efforts of the internal staff, we are using external
  resources to complete the project. The cost of external resources for 1998
totaled $0.3 million and the total capital spending for 1998 was $1.4   
  million of which, approximately $0.4 million relates to software projects.
    In 1999, the external costs will approximate $0.1 million, which will relate
to any remediation activities derived from Year 2000 testing, and the   
remaining capital expenditures will approximate $0.2 million.           

THE EXCHANGE OFFER

    Pursuant to the Registration Agreement, we have agreed (i) to file a
 registration statement with respect to a registered offer to exchange the
  Series C Notes for the Series D Notes, which will have terms substantially
 identical in all material respects to the Series C Notes (except that the
    Series D Notes will not contain terms with respect to transfer restrictions,
 certain registration rights and certain interest rate step-up provisions)
  within 120 days after the date of original issuance of the Series C Notes,
    and (ii) to use reasonable best efforts to cause such registration statement
  to become effective under the Securities Act at the earliest possible time
but in any event no later than 180 days after issuance of the Series C  
Notes. The Registration Agreement also provides for the exchange of the 
Series A Notes and the Series B Notes for Series D Notes having terms   
  substantially identical in all material respects to the Series A Notes and
the Series B Notes. The interest rate step-up provisions provide that   
special interest will accrue on the Series C Notes (in addition to the  
  stated interest on the Series C Notes) at a rate of 0.25% per annum during
  the 90-day period immediately following the occurrence of any Registration
    Default, and shall increase by 0.25% per annum at the end of each subsequent
  90-day period, but in no event shall such rate exceed 1.00% per annum. See
"Summary -- The Series D Notes." In the event that applicable law or    
interpretations of the Staff of the SEC do not permit us to file the    
   registration statement containing this Prospectus or to effect the Exchange
  Offer, or if certain holders of the Series C Notes notify us that they are
    prohibited by law or SEC policy from participating in the Exchange Offer, or
 subject to other restrictions, we will use our reasonable best efforts to
    cause to become effective a shelf registration statement with respect to the
resale of the Series C Notes only and to keep the shelf registration    
 statement effective until the earlier of two years following the date the
   shelf registration statement is declared effective by the SEC and such time
as all the Series C Notes have been sold thereunder. Holders of Existing
Notes do not have any                                                   

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appraisal or dissenters' rights in connection with the Exchange Offer. The
interest rate step-up provisions do not apply to the Series A Notes, the  
  Series B Notes, or the Series D Notes to be exchanged for the Series A Notes
and Series B Notes.                                                       

TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING EXISTING NOTES        

Upon the terms and subject to the conditions set forth in this  
Prospectus and in the accompanying Letter of Transmittal (which together
  constitute the Exchange Offer), we will accept for exchange Existing Notes
which are properly tendered on or prior to the Expiration Date and not  
withdrawn as permitted below. As used herein, the term "Expiration Date"
means 5:00 p.m., New York City time, on June 9, 1999; provided, however,
   that if we have extended the period of time for which the Exchange Offer is
open, which in no event shall be later than June 24, 1999, the term     
    "Expiration Date" means the latest time and date to which the Exchange Offer
is extended.                                                            

     As of the date of this Prospectus, $200.0 million aggregate principal
    amount of Existing Notes are outstanding. This Prospectus, together with the
  Letter of Transmittal, is first being sent on or about May 10, 1999 to all
holders of Existing Notes known to us. Our obligation to accept Existing
Notes for exchange pursuant to the Exchange Offer is subject to certain 
  conditions as set forth under "--Certain Conditions to the Exchange Offer"
below.                                                                  

    We expressly reserve the right, at any time or from time to time, to
extend the period of time during which the Exchange Offer is open, and  
  thereby delay acceptance for any exchange of any Existing Notes, by giving
written notice of such extension to the holders thereof, including those
  holders who have previously tendered their Existing Notes. During any such
    extension, all Existing Notes previously tendered will remain subject to the
 Exchange Offer and may be accepted for exchange by us. Any Existing Notes
    not accepted for exchange for any reason will be returned without expense to
    the tendering holder thereof as promptly as practicable after the expiration
or termination of the Exchange Offer.                                   

        We expressly reserve the right to amend or terminate the Exchange Offer,
 and not to accept for exchange any Existing Notes not previously accepted
  for exchange, upon the occurrence of any of the conditions of the Exchange
    Offer specified below under "--Certain Conditions to the Exchange Offer." We
will give written notice of any extension, amendment, non-acceptance or 
 termination to the holders of the Existing Notes, including those holders
who have previously tendered their Existing Notes, as promptly as       
   practicable, such notice in the case of any extension to be issued no later
than 9:00 a.m., New York City time, on the next business day after the  
previously scheduled Expiration Date.                                   

PROCEDURES FOR TENDERING EXISTING NOTES                                 

   The tender to us of Existing Notes by a holder of such notes as set
    forth below and the acceptance of such notes by us will constitute a binding
   agreement between the tendering holder and us upon the terms and subject to
  the conditions set forth in this Prospectus and in the accompanying Letter
of Transmittal. Except as set forth below, a holder who wishes to tender
  Existing Notes for exchange pursuant to the Exchange Offer must transmit a
 properly completed and duly executed Letter of Transmittal, including all
  other documents required by such Letter of Transmittal, to U.S. Bank Trust
National Association, (the "Exchange Agent") at one of the addresses set
 forth below under "Exchange Agent" on or prior to the Expiration Date. In
  addition, either (i) certificates for such Existing Notes must be received
    by the Exchange Agent along with the Letter of Transmittal, or (ii) a timely
   confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such
 Existing Notes, if such procedure is available, into the Exchange Agent's
    account at The Depository Trust Company (the "Book-Entry Transfer Facility")
  pursuant to the procedure for book-entry transfer described below, must be
 received by the Exchange Agent prior to the Expiration Date, or (iii) the
   holder must comply with the guaranteed delivery procedures described below.

       THE METHOD OF DELIVERY OF EXISTING NOTES, THE LETTER OF TRANSMITTAL AND
  ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER. IF
  SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL, PROPERLY
 INSURED, WITH RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES, SUFFICIENT
   TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL
OR EXISTING NOTES SHOULD BE SENT TO US.                                 

       Any beneficial owner whose Existing Notes are registered in the name of
 a broker, dealer, commercial bank, trust company or other nominee and who
   wishes to tender should contact the registered holder promptly and instruct
such registered holder of Existing Notes to tender on such beneficial   
 owner's behalf. If such beneficial owner wishes to tender on such owner's
    own behalf, such owner must, prior to completing and executing the Letter of
Transmittal and delivering such owner's Existing Notes, either          

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  make appropriate arrangements to register ownership of the Existing Notes in
such owner's name or obtain a properly completed bond power from the      
   registered holder of Existing Notes. The transfer of registered ownership may
take considerable time and may not be able to be completed prior to the   
Expiration Date.                                                          

       Signatures on a Letter of Transmittal or a notice of withdrawal, as the
 case may be, must be guaranteed unless the Existing Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered holder of the
Existing Notes who has not completed the box entitled "Special Issuance 
Instruction" or "Special Delivery Instructions" on the Letter of        
   Transmittal, or (ii) for the account of an Eligible Institution (as defined
   below). In the event that signatures on a Letter of Transmittal or a notice
of withdrawal, as the case may be, are required to be guaranteed, such  
guarantees must be by a firm which is a member of a registered national 
 securities exchange or a member of the National Association of Securities
  Dealers, Inc. or by a commercial bank or trust company having an office or
correspondent in the United States or an eligible guarantor institution 
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 
1934, as amended (the "Exchange Act") which is a member of one of the   
recognized signature guarantee programs identified in the Letter of     
  Transmittal (collectively, "Eligible Institutions"). If Existing Notes are
registered in the name of a person other than a signer of the Letter of 
 Transmittal, the Existing Notes surrendered for exchange must be endorsed
   by, or be accompanied by a written instrument or instruments of transfer or
  exchange, in satisfactory form as determined by us in our sole discretion,
duly executed by, the registered holder with the signature thereon      
  guaranteed by an Eligible Institution. If the Letter of Transmittal or any
Existing Notes or powers of attorney are signed by trustees, executors, 
 administrators, guardians, attorneys-in-fact, officers of corporations or
    others acting in a fiduciary or representative capacity, such persons should
so indicate when signing, and, unless waived by us, proper evidence     
satisfactory to us of their authority to so act must be submitted.      

      All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Existing Notes tendered for exchange will be 
   determined by us in our sole discretion, which determination shall be final
   and binding. We reserve the absolute right to reject any and all tenders of
any particular Existing Notes not properly tendered or to not accept any
particular Existing Notes which acceptance might, in our judgment or the
   judgment of our counsel, be unlawful. We also reserve the absolute right to
  waive any defects or irregularities or conditions of the Exchange Offer as
   to any particular Existing Notes either before or after the Expiration Date
  (including the right to waive the ineligibility of any holder who seeks to
tender Existing Notes in the Exchange Offer). The interpretation of the 
terms and conditions of the Exchange Offer as to any particular Existing
 Notes either before or after the Expiration Date (including the Letter of
  Transmittal and the instructions thereto) by us shall be final and binding
  on all parties. Unless waived, any defects or irregularities in connection
with tenders of Existing Notes for exchange must be cured within such   
 reasonable period of time as we shall determine. Neither the Company, the
Exchange Agent nor any other person shall be under any duty to give     
notification of any defect or irregularity with respect to any tender of
  Existing Notes for exchange, nor shall any of them incur any liability for
failure to give such notification.                                      

       In connection with the tender of the Existing Notes, each broker-dealer
   holder will represent to us in writing that, among other things, the Series
 D Notes acquired pursuant to the Exchange Offer are being obtained in the
 ordinary course of business of the holder and any beneficial holder, that
neither the holder nor any such beneficial holder has an arrangement or 
understanding with any person to participate in the distribution of such
  Series D Notes and that neither the holder nor any such other person is an
"affiliate," as defined under Rule 405 of the Securities Act, of the    
Company. If the holder is not a broker-dealer, the holder must represent
   that it is not engaged in nor does it intend to engage in a distribution of
the Series D Notes.                                                     

ACCEPTANCE OF EXISTING NOTES FOR EXCHANGE; DELIVERY OF SERIES D NOTES   

For each Existing Note accepted for exchange, the holder of such
  Existing Note will receive a Series D Note having a principal amount equal
to that of the surrendered Existing Note. For purposes of the Exchange  
   Offer, we shall be deemed to have accepted properly tendered Existing Notes
  for exchange when, as and if we have given oral and written notice thereof
to the Exchange Agent.                                                  

    In all cases, issuance of Series D Notes for Existing Notes that are
    accepted for exchange pursuant to the Exchange Offer will be made only after
    timely receipt by the Exchange Agent of certificates for such Existing Notes
    or a timely Book-Entry Confirmation of such Existing Notes into the Exchange
 Agent's account at the Book-Entry Transfer Facility, a properly completed
    and duly executed Letter of Transmittal and all other required documents. If
    any tendered Existing Notes are not accepted for any reason set forth in the
terms and conditions of the Exchange Offer or if Existing Notes are     
submitted for a greater principal amount than the holder desires to     
  exchange, such unaccepted or non-exchanged Existing Notes will be returned
without expense to the                                                  

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tendering holder thereof (or, in the case of Existing Notes tendered by   
book-entry transfer into the Exchange Agent's account at the Book-Entry   
Transfer Facility pursuant to the book-entry transfer procedures described
below, such non- exchanged Existing Notes will be credited to an account  
   maintained with such Book-Entry Transfer Facility) as promptly as practicable
after the expiration of the Exchange Offer.                               

BOOK-ENTRY TRANSFER                                                     

 Any financial institution that is a participant in the Book-Entry
  Transfer Facility's systems may make book-entry delivery of Existing Notes
   by causing the Book-Entry Transfer Facility to transfer such Existing Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility in
    accordance with such Book-Entry Transfer Facility's procedures for transfer.
However, although delivery of Existing Notes may be effected through    
book-entry transfer at the Book-Entry Transfer Facility, the Letter of  
   Transmittal or facsimile thereof with any required signature guarantees and
any other required documents must, in any case, be transmitted to and   
    received by the Exchange Agent at one of the addresses set forth below under
"Exchange Agent" on or prior to the Expiration Date or the guaranteed   
delivery procedures described below must be complied with.              

GUARANTEED DELIVERY PROCEDURES                                          

   If a registered holder of the Existing Notes desires to tender such
    Existing Notes and the Existing Notes are not immediately available, or time
   will not permit such holder's Existing Notes or other required documents to
 reach the Exchange Agent before the Expiration Date, or the procedure for
  book-entry transfer cannot be completed on a timely basis, a tender may be
    effected if (i) the tender is made through an Eligible Institution, and (ii)
    prior to the Expiration Date, the Exchange Agent received from such Eligible
Institution a properly completed and duly executed Notice of Guaranteed 
Delivery, substantially in the form provided by us (by telegram, telex, 
    facsimile, mail or hand delivery), setting forth the name and address of the
   holder of Existing Notes and the amount of Existing Notes tendered, stating
    that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange ("NYSE") trading days after the Expiration Date, the
   certificates for all physically tendered Existing Notes, in proper form for
 transfer, or a confirmation of book-entry transfer of such Existing Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility (a
"Book-Entry Confirmation"), as the case may be, a properly completed and
   duly executed Letter of Transmittal and any other documents required by the
    Letter of Transmittal will be deposited by the Eligible Institution with the
Exchange Agent.                                                         

WITHDRAWAL RIGHTS                                                       

    Tenders of Existing Notes may be withdrawn at any time prior to 5:00
   p.m., New York City time, on the business day prior to the Expiration Date.
For a withdrawal to be effective, a written notice of withdrawal must be
    received by the Exchange Agent at one of the addresses set forth below under
    "Exchange Agent." Any such notice of withdrawal must specify the name of the
person having tendered the Existing Notes to be withdrawn, identify the 
Existing Notes to be withdrawn (including the principal amount of such  
Existing Notes), and (where certificates for Existing Notes have been   
  transmitted) specify the name in which such Existing Notes are registered,
if different from that of the withdrawing holder. If certificates for   
  Existing Notes have been delivered or otherwise identified to the Exchange
Agent, then, prior to the release of such certificates, the withdrawing 
    holder must also submit the serial numbers of the particular certificates to
    be withdrawn and a signed notice of withdrawal with signatures guaranteed by
 an Eligible Institution unless such holder is an Eligible Institution. If
  Existing Notes have been tendered pursuant to the procedure for book-entry
    transfer described above, any notice of withdrawal must specify the name and
number of the account at the Book-Entry Transfer Facility to be credited
  with the withdrawn Existing Notes and otherwise comply with the procedures
of such facility. All questions as to the validity, form and eligibility
 (including time of receipt) of such notices will be determined by us, and
 our determination shall be final and binding on all parties. Any Existing
Notes so withdrawn will be deemed not to have been validly tendered for 
  exchange for purposes of the Exchange Offer. Any Existing Notes which have
  been tendered for exchange but which are not exchanged for any reason will
 be returned to the holder thereof without cost to such holder (or, in the
case of Existing Notes tendered by book-entry transfer into the Exchange
Agent's account at the Book-Entry Transfer Facility pursuant to the book
  entry transfer described above, such Existing Notes will be credited to an
  account maintained with such Book-Entry Transfer Facility for the Existing
Notes) as soon as practicable after withdrawal, rejection of tender or  
   termination of the Exchange Offer. Properly withdrawn Existing Notes may be
    retendered by following one of the procedures described under "-- Procedures
for Tendering Existing Notes" above at any time on or prior to the      
Expiration Date.                                                        

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CERTAIN CONDITIONS TO THE EXCHANGE OFFER                                

       Notwithstanding any other provision of the Exchange Offer, we shall not
  be required to accept for exchange, or to issue Series D Notes in exchange
    for, any Existing Notes and may terminate or amend the Exchange Offer if, at
 any time before the acceptance of such Existing Notes for exchange or the
 exchange of Series D Notes for such Existing Notes, we determine that the
    Exchange Offer violates applicable law, any applicable interpretation of the
Staff of the SEC or any order of any governmental agency or court of    
competent jurisdiction.                                                 

        The foregoing conditions are for our sole benefit and may be asserted by
   us regardless of the circumstances giving rise to any such condition or may
    be waived by us in whole or in part at any time and from time to time in its
reasonable discretion. Our failure at any time to exercise any of the   
 foregoing rights shall not be deemed a waiver of such right and each such
    right shall be deemed an ongoing right which may be asserted at any time and
from time to time.                                                      

In addition, we will not accept for exchange any Existing Notes 
tendered, and no Series D Notes will be issued in exchange for any such 
Existing Notes, if at such time any stop order shall be threatened or in
  effect with respect to the Registration Statement of which this Prospectus
constitutes a part or the qualification of the Indenture under the Trust
Indenture Act of 1939, as amended (the "TIA"). In any such event we are 
    required to use every reasonable effort to obtain the withdrawal of any stop
order at the earliest possible time.                                    

EXCHANGE AGENT                                                          

        U.S. Bank Trust National Association, has been appointed as the Exchange
   Agent for the Exchange Offer. All executed Letters of Transmittal should be
directed to the Exchange Agent at one of the addresses set forth below. 
Questions and requests for assistance, requests for additional copies of
   this Prospectus or of the Letter of Transmittal and requests for Notices of
 Guaranteed Delivery should be directed to the Exchange Agent addressed as
follows.                                                                

                                                                [Download Table]
                                                                                 
BY HAND (NEW YORK DEPOSITORY ONLY):          BY HAND (ALL OTHERS):               
U.S. Bank Trust National Association         U.S. Bank Trust National Association
100 Wall Street, 20th Floor                  Fourth Floor - Bond Drop Window     
New York, NY  10005                          180 East Fifth Street               
                                             St. Paul, MN 55101                  

By Registered, Certified or Overnight Mail:  By First Class Mail:                
U.S. Bank Trust National Association         U.S. Bank Trust National Association
Attn.:  Specialized Finance                  P.O. Box 64485                      
180 East Fifth Street                        St. Paul, MN  55164-9549            
St. Paul, MN  55101                                                              

By Facsimile:                                By Telephone:                       
(612) 244-1537                               (800) 934-6802 Bondholder Services  
(For Eligible Institutions Only)                                                 

DELIVERY OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

FEES AND EXPENSES                                                       

      We will not make any payments to brokers, dealers or others soliciting
   acceptances of the Exchange Offer. The principal solicitation is being made
by mail; however, our officers and employees may make additional        
solicitations in person or by telephone.                                

       We will pay the expenses to be incurred in connection with the Exchange
Offer. Such expenses include fees and expenses of the Exchange Agent and
Trustee, accounting and legal fees and printing costs, among others.    

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ACCOUNTING TREATMENT                                                    

   We will record the Series D Notes at the same carrying value as the
    Existing Notes, which is the principal amount as reflected in our accounting
   records on the date of the exchange. Accordingly, we will not recognize any
    gain or loss for accounting purposes. We will capitalize the expenses of the
Exchange Offer for accounting purposes.                                 

TRANSFER TAXES                                                          

Holders who tender their Existing Notes for exchange will not be
obligated to pay any transfer taxes in connection therewith, except that
holders who instruct us to register Series D Notes in the name of, or   
request that Existing Notes not tendered or not accepted in the Exchange
 Offer be returned to, a person other than the registered tendering holder
   will be responsible for the payment of any applicable transfer tax thereon.

CONSEQUENCES OF FAILURE TO EXCHANGE; RESALES OF SERIES D NOTES          

      Holders of Existing Notes who do not exchange their Existing Notes for
  Series D Notes in the Exchange Offer will not be able to take advantage of
  any increased liquidity afforded by the Series D Notes. The Series D Notes
would have an aggregate principal amount of $200.0 million as opposed to
    $160.0 million for the Series A and B Notes and $40.0 million for the Series
C Notes.                                                                

       In addition, holders of Series C Notes who do not exchange their Series
  C Notes for Series D Notes pursuant to the Exchange Offer will continue to
be subject to the restrictions on transfer of such Series C Notes as set
    forth in the legend thereon as a consequence of the issuance of the Series C
 Notes pursuant to the exemptions from, or in transactions not subject to,
 the registration requirements of, the Securities Act and applicable state
   securities law. Series C Notes not exchanged pursuant to the Exchange Offer
will continue to accrue interest at 10 1/8% per annum and will otherwise
   remain outstanding in accordance with their terms. In general, the Series C
    Notes may not be offered or sold unless registered under the Securities Act,
 except pursuant to an exemption from, or in a transaction not subject to,
    the Securities Act and applicable state securities laws. We do not currently
anticipate that we will register the Series C Notes under the Securities
    Act. However if (i) the Initial Purchasers so request with respect to Series
  C Notes held by them following consummation of the Exchange Offer, or (ii)
   any holder of Series C Notes is not eligible to participate in the Exchange
    Offer because, for example, such holder is an affiliate of the Company, does
   not acquire the Series D Notes in the ordinary course of business or has an
arrangement to participate in the distribution of the Series D Notes, or
  (iii) any holder of Series C Notes that participates in the Exchange Offer
does not receive freely tradable Series D Notes in exchange for Series C
Notes, we are obligated to file a shelf registration statement on the   
    appropriate form under the Securities Act relating to the Notes held by such
persons.                                                                

       Based on certain interpretive letters issued by the staff of the SEC to
 third parties in unrelated transactions, we are of the view that Series D
Notes issued pursuant to the Exchange Offer may be offered for resale,  
   resold or otherwise transferred by holders thereof (other than (i) any such
    holder which is an "affiliate" of the Company within the meaning of Rule 405
   under the Securities Act, or (ii) any broker-dealer that purchases Series D
Notes from the Company to resell pursuant to Rule 144A or any other     
    available exemption) without compliance with the registration and prospectus
    delivery provisions of the Securities Act, provided that such Series D Notes
are acquired in the ordinary course of such holders' business and such  
   holders have no arrangement or understanding with any person to participate
in the distribution of such Series D Notes. If any holder has any       
   arrangement or understanding with respect to the distribution of the Series
    D Notes to be acquired pursuant to the Exchange Offer, such holder (i) could
    not rely on the applicable interpretations of the staff of the SEC, and (ii)
 must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction. A 
broker-dealer who holds Existing Notes that were acquired for its own   
account as a result of market-making or other trading activities may be 
  deemed to be an "underwriter" within the meaning of the Securities Act and
must, therefore, deliver a prospectus meeting the requirements of the   
 Securities Act in connection with any resale of Series D Notes. Each such
  broker-dealer that receives Series D Notes for its own account in exchange
for Existing Notes, where such Existing Notes were acquired by such     
broker-dealer as a result of market-making activities or other trading  
activities, must acknowledge in the Letter of Transmittal that it will  
  deliver a prospectus in connection with any resale of such Series D Notes.
See "Plan of Distribution."                                             

In addition, to comply with the securities laws of certain      
   jurisdictions, if applicable, the Series D Notes may not be offered or sold
   unless they have been registered or qualified for sale in such jurisdiction
or an exemption from registration or qualification is                   

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  available and is complied with. We have agreed, pursuant to the Registration
 Agreement and subject to certain specified limitations therein, to register
  or qualify the Series D Notes for offer or sale under the securities or blue
   sky laws of such jurisdictions as any holder of the Notes reasonably requests
in writing.                                                               

BUSINESS

GENERAL                                                                 

      We are a leading Tier 1 or direct supplier of high-quality, engineered
    metal components, assemblies and modules used by OEMs. Our core products are
    complex, high value-added products, primarily assemblies containing multiple
  stamped parts, forgings and various welded, hemmed or fastened components.
These products which include large structural stampings and assemblies, 
including exposed "Class A" surfaces, leaf springs and smaller complex  
welded assemblies, are used in the manufacturing of a variety of sport  
utility vehicles ("SUVs"), light and medium trucks, mini-vans, vans and 
passenger cars. We are the sole source supplier of these products to its
   customers. On a pro forma basis, assuming the acquisitions of Howell, RPIH,
    the Suspension Division and Cofimeta had occurred on April 1, 1997, we would
    have had net sales of $765.2 million and EBITDA (as defined herein) of $40.8
   million for the fiscal year ended March 31, 1998. For the nine months ended
December 31, 1998, on a pro forma basis for such period, assuming the   
    acquisition of Cofimeta had occurred on April 1, 1998, we would have had net
sales of $555.3 million and EBITDA of $41.6 million.                    

      Our seven largest customers, based on pro forma net sales for the nine
months ended December 31, 1998, assuming the acquisition of Cofimeta had
 occurred April 1, 1998 are: General Motors Corporation ("GM") (34%), Ford
Motor Company ("Ford") (25%), Renault S.A. (15%), DaimlerChrysler AG    
   ("DaimlerChrysler") (10%), PSA Peugeot Citroen ("PSA") (5%), CAMI (1%), and
The Saturn Corporation ("Saturn") (1%). We have been providing products 
  directly to GM and Ford for more than 50 years and have earned outstanding
  commercial ratings for our high-quality standards, including GM's Supplier
of the Year and Mark of Excellence Awards, Ford's Q1 Award and CAMI's   
   President's Award. We also sell our products to other Tier 1 suppliers. For
    the fiscal year ended March 31, 1998, approximately 71% of our net sales, on
   a pro forma basis assuming the acquisitions of Howell, RPIH, the Suspension
    Division, and Cofimeta occurred on April 1, 1997, were derived from sales of
our products manufactured for SUVs, mini-vans, vans and light trucks. In
recent years, SUVs, mini-vans, vans and light trucks have experienced   
stronger growth in vehicle production as compared to the passenger car  
 sector. This sector includes those platforms and models which have strong
 consumer demand, such as GM's popular C/K platform (full-size pickups and
the Yukon/Tahoe/Suburban models), Ford's Ranger, Explorer and Windstar, 
   DaimlerChrysler's Ram pickup and mini-van, and Renault's Kangoo and Espace.
  See Note 16 of the Oxford Automotive, Inc. Notes to Consolidated Financial
Statements for a description of the Company's domestic and export sales.
  With the acquisition of Cofimeta, the description of future financial data
for geographic areas will include information for Europe.               

  Our recent acquisitions significantly strengthen our position as a
leading Tier 1 supplier of assemblies and modules to the OEMs. These    
    strategic combinations provide us with the critical mass and capabilities in
the areas of design and engineering, sales and marketing, and product   
expertise which provide the basis for our strategy of becoming a        
fully-integrated, global systems supplier. The Company has implemented a
    successful, focused sales and marketing initiative. As a result, the Company
was awarded the door assemblies and the side panel package for the new  
Saturn LS Program (the "LS Program"), the new vehicle which Saturn is   
 launching in 1999 based upon the current Opel Vectra. Management believes
    these awards from Saturn will generate approximately $65.0 million of annual
  net sales beginning with the 1999 model year. In addition, the Company was
recently awarded the door, hood, and underbody assemblies for the GMT   
 250/257 Program (Pontiac Recon, Buick Signia) (the "GMT 250 Program") and
 chassis components for the North American production of a global platform
  for GM. The GMT 250 Program, a new GM platform, will be produced solely in
   Mexico and management believes will generate approximately $90.0 million of
    annual net sales beginning in 1999. Management believes the other GM program
   will generate approximately $158.0 million of annual net sales beginning in
2002.                                                                   

       We currently operate 21 manufacturing facilities which offer the latest
technologies in metal stamping, forging, welding and assembly production
   equipment, including fully-automated hydraulic and wide-bed press lines (up
to 180 inches), robotic welding cells, robotic hemming, autophoretic    
    corrosion resistant coating and a patented eye forming process. We also have
   the world-wide exclusive rights (outside the CIS--formerly Soviet Union) to
  the "MAZ" tapering process for our suspension applications. Since 1992, we
   have invested in excess of $125.0 million in capital investments to support
sales growth, expand production capabilities                            

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and improve efficiency and flexibility. Our diverse line of over 500            
presses that range up to 3,000 tons including both conventional and transfer    
technology and state-of-the-art robotic weld assembly and hemming equipment are 
capable of manufacturing a broad assortment of parts and assemblies ranging from
simple stampings to full-size, Class A door and closure panels. We are one of a 
few independent suppliers that has the ability to produce large, complex        
stampings, as well as the technical expertise and automated assembly            
capabilities to provide high value-added modules such as door apertures and     
assemblies, A-pillars, Class A surface products and control arms, and multiple  
leaf and parabolic leaf springs. We have entered into a lease transaction for a 
new 330,000 sq. ft. facility in Ramos Arizpe, Mexico to support the GMT 250     
Program and other opportunities in the Mexican market.                          

BUSINESS STRATEGY                                                               

 Our principal objective is to be a leading, full-service, global Tier 1
supplier of integrated systems based on metal forming and related manufacturing 
technologies. We believe that we are well positioned to benefit from two        
significant trends in the stamping and metal forming segments of the automotive 
industry: outsourcing and consolidation. Outsourcing of metal stamping has      
increased in response to competitive pressures on OEMs to improve quality and   
reduce capital requirements, labor costs, overhead and inventory. Consolidation 
among automotive industry suppliers has occurred as OEMs have more frequently   
awarded long-term sole source contracts to the most capable global suppliers. In
addition, OEMs are increasingly seeking systems suppliers who can provide a     
complete package of design, engineering, manufacturing and project management   
support for an integrated system (such as a front-end system). We intend to     
capitalize on these trends through internal development and strategic           
acquisitions. The key elements of our strategy include the following:           

Provide Full-Service Program Capability. We are focused on developing 
full-service program capabilities. We work with OEMs throughout the product     
development process from concept and prototype development through the design   
and implementation of manufacturing processes. We believe that our ability to   
provide the package of design, engineering, prototyping, tooling, blanking,     
stamping, forging, assembly, and corrosion resistant coating to our customers   
creates a unique capability present in only a limited number of suppliers. We   
believe this capability will enable us to manage large programs, assist us in   
reducing customer program launch time, lower customer costs and increase our    
margins.                                                                        

Supply Complex, High Value-Added Systems. As a result of our technical
design and engineering capabilities and our reputation for highly-efficient     
manufacturing operations, we are able to secure supply relationships for        
complex, high value-added products, primarily assemblies and modules that       
contain multiple stamped parts and various welded, hemmed or fastened           
components. For example, we produce the rear door for GM's Yukon/Tahoe/Suburban 
vehicles, the lower control arm for GM's four wheel drive C/K vehicles, the     
control arm assemblies for Ford's F-Series pickups and DaimlerChrysler's T-300, 
the radiator support assembly for GM's W-car (Grand Prix, Century, Lumina, Monte
Carlo and Intrigue), and complex A- pillar assemblies for the Ford Mustang and  
the Ford Ranger pickup, and multiple leaf, parabolic (long taper) multiple leaf,
and single leaf long taper suspension systems for products ranging from Ford's  
F-Series pickups to DaimlerChrysler's mini-vans. These complex products         
typically generate higher dollar content per vehicle as well as higher margins  
for the Company as compared to simple, individual stampings. We plan to         
capitalize on our ability to develop and provide integrated modules and         
assemblies to deliver to the OEMs an integrated product such as a complete door 
or front-end system. In addition to doors, radiator supports and Class A surface
components, we believe we have unique expertise with respect to control arms and
leaf springs, which we will further develop as a fully integrated suspension    
system.                                                                         

  Focus on High Growth Vehicle Categories. Our sales and marketing efforts
have been, and will continue to be, directed toward sectors of the automotive   
market that have experienced strong consumer demand. For the fiscal year ended  
March 31, 1998, approximately 71% of our net sales on a pro forma basis for the 
acquisitions of Howell, RPIH, the Suspension Division, and Cofimeta were derived
from sales of products manufactured for SUVs, mini-vans, vans and light trucks. 
Similarly, our sales to the passenger car market have been, and will continue to
be, directed to the segments with stronger sales growth, including Saturn cars. 

  Establish a Global Presence. The Company is actively pursuing additional
strategic acquisitions and joint-venture opportunities in Europe and intends to 
pursue opportunities which will allow the Company to increase its presence in   
South America, and establish a presence in Asia and other markets in order to   
serve its customers on a global basis. Several OEMs have announced certain      
models designed for the world automobile market ("World Car"). As a result, the 
OEMs have encouraged their existing suppliers to establish foreign production   
support for World Car programs. This globalization provides access to new       
customers                                                                       

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and technology, as well as economic cycle diversification. We have operations   
in France and have established a presence in Mexico and Venezuela and currently 
provide components for OEMs doing business in Mexico and South America.         

   Pursue Strategic Acquisitions. In response to the trend in the OEM market
toward "systems suppliers," we are focused on making strategic acquisitions that
will enhance our ability to provide integrated systems (such as a door or front 
end systems) or otherwise leverage our existing business by providing additional
product, manufacturing and service capabilities. We also intend to pursue       
acquisitions which will expand our customer base by providing an entree to new  
customers, including the North American operations of Asian and European based  
OEMs. We believe that the continuing supplier consolidation in the stamping and 
metal forming segments may also provide attractive opportunities to acquire     
high-quality companies at favorable prices, including businesses which can be   
improved financially through overhead elimination, organizational restructuring,
plant reconfiguration, labor contract negotiations and management changes. We   
will also pursue acquisitions that enable us to achieve a global presence.      

RECENT DEVELOPMENTS                                                             

On April 1, 1998, we acquired the Suspension Division. The Suspension 
Division is a leading Tier 1 North American supplier of leaf spring suspension  
systems for automotive applications. Products of the Suspension Division include
multiple leaf, parabolic (long taper) multiple leaf, and single leaf long taper 
suspension systems. The Suspension Division is held through two of the Company's
subsidiaries, Oxford Suspension, Inc. and Oxford Suspension Ltd., both of which 
are Subsidiary Guarantors.                                                      

The Suspension Division is a major supplier to the traditional North  
American light truck vehicle manufacturers, and also one Japanese automotive    
transplant, one Japanese heavy truck manufacturer, and one European vehicle     
program. The Suspension Division designs, manufactures and markets leaf springs 
for original equipment vehicle markets with product applications in light truck 
rear suspensions. The Suspension Division is focused on the light truck market, 
where full-size pick-ups and vans, mini pick-ups and vans, and sport utility    
vehicles are the major users of leaf springs, primarily for rear suspension     
applications. The Suspension Division includes a 49% interest in Metalcar, a    
Venezuelan manufacturer of conventional leaf springs and coil springs for both  
light and heavy trucks. The Suspension Division had net sales of $125.8 million 
for its fiscal year ended December 31, 1997. For its fiscal year ended December 
31, 1997, the Suspension Division had EBITDA of $7.4 million.                   

  On February 5, 1999, we acquired the shares of Cofimeta for FF80 million
(approximately $13.9 million) in immediately available funds and deferred       
payments over three years in the amounts of FF27 million (approximately $4.7    
million, based upon the U.S. Dollar exchange rate on February 2, 1999) for each 
of the first two years and FF36 million (approximately $6.2 million, based upon 
the U.S. Dollar exchange rate on February 2, 1999) for the third year. Cofimeta 
is a leading supplier of closure panels, floor pans, deck lids, structural      
pillars, cross members, radiator surrounds and front ends, and Class A surfaces.
Cofimeta is headquartered in a suburb of Paris and operates manufacturing       
facilities in France located in Douai, St. Florent and Orbec. Cofimeta employs  
approximately 1,600 persons and is a major supplier to Renault and PSA. For the 
nine months ended September 30, 1998, Cofimeta had net sales of $147.1 million  
and EBITDA of $9.0 million. Amounts set forth in U.S. Dollars with respect to   
Cofimeta for the nine months ended September 30, 1998 are based upon the average
published U.S. Dollar exchange rates for the period.                            

     Cofimeta had previously benefited from a final order, entered approximately
nineteen months ago, of the French Commercial Court in Douai, France, approving 
a continuation plan for Cofimeta (the "Continuation Plan"). The Continuation    
Plan authorized certain restructuring plans, which included reductions in       
employment levels, capital increases by its prior parent, and the rescheduling  
of payment of all trade payables and other obligations over a ten year period.  
Pursuant to an application by Group Valfond S.A., the prior owner of Cofimeta,  
to the Court of Douai, the court by judgment dated January 7, 1999 authorized,  
inter alia, (i) the sale of the Cofimeta shares to the Company, (ii) termination
of the Continuation Plan with respect to Cofimeta, and (iii) the establishment  
of Cofimeta Defeasance S.A. by Cofimeta to which the payment obligations of     
Cofimeta remaining under the Continuation Plan were transferred. Of the FF 372  
million of original Continuation Plan obligations of Cofimeta, which were       
transferred to Cofimeta Defeasance, S.A., approximately FF 305 million have been
acquired by the Company and FF 67 million remain payable to unrelated third     
parties. Under the Continuation Plan, approximately 75% of the scheduled        
repayment of all of the Continuation Plan obligations will occur in the last    
five years of the ten year period.                                              

   Cofimeta is held as a subsidiary of Oxford Automotive France SAS which is
held by OASP, Inc. and OASP II, Inc., both wholly-owned subsidiaries of Oxford  
Automotive and Subsidiary Guarantors.                                           

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In March 1999 the Company announced the closure of its Hamilton, Indiana
facility. The decision to close this facility was based on the Company's        
rationalization of its current capacity and will result in fixed cost           
reductions and improved productivity through reallocation of production to      
other facilities during fiscal 2000. The costs associated with the closure      
had been previously reserved for in purchase accounting and will therefore      
have no adverse impact on the financial results of the Company. The Company     
is currently redeploying production assets from this and other previously       
closed facilities to support recently awarded programs (e.g. GMT 250            
Program).                                                                       

On a pro forma basis for the fiscal year ended March 31, 1998, assuming 
the acquisitions of Howell, RPIH, the Suspension Division, and Cofimeta had     
occurred on April 1, 1997, (i) our net sales and EBITDA would have been         
$765.2 million and $40.8 million, respectively, (ii) the SUV, mini-van, van     
and light truck segment represented approximately 71% of net sales and (iii)    
our net sales by major customers would have been approximately as follows:      
Ford 30%; GM 29%; Renault 15%; DaimlerChrysler 10%; PSA 6%, CAMI 1%, and        
Saturn 1%.                                                                      

INDUSTRY TRENDS                                                                 

The OEM market to which we sell our products consists of the design,    
engineering, development, production and sale of parts, components,             
assemblies and modules or systems (several components assembled together)       
for use in the manufacture of new motor vehicles. Our performance, growth       
and strategic plan are directly related to certain trends within the OEM        
market. Since the 1980s, DaimlerChrysler, Ford and GM have each been            
substantially reducing the number of suppliers that may bid for awards and      
outsourcing an increasing percentage of their production requirements. As a     
result of these trends, the OEMs are focusing on the development of             
long-term, sole source relationships with suppliers who can provide more        
complex parts, as well as complete subassemblies and modules on a               
just-in-time basis while at the same time meeting strict quality                
requirements. These requirements are accelerating the trend toward              
consolidation of the OEM's supplier base, as those suppliers who lack the       
capital and production expertise to meet the OEM's needs, either cease to       
operate or are merged with larger suppliers. OEMs benefit from outsourcing      
because outside suppliers generally have significantly lower cost structures    
and, as described below, suppliers can assist in shortening development         
periods for new products.                                                       

In addition to consolidation and outsourcing, suppliers are             
participating earlier in the design and engineering process, providing          
research, as well as product development, product testing/validation,           
prototyping and tooling. OEMs generally expect Tier 1 suppliers to (i)          
participate in the design and engineering of complex assemblies, (ii)           
develop the required manufacturing process to deliver these assemblies on a     
just-in-time basis, and (iii) assume responsibility for quality control.        
This results in shorter development times for new products, as well as          
higher quality and lower parts costs.                                           

While the focus today by the OEMs is on quality, cost and service, we   
believe that the focus for the future will be on global capabilities,           
innovation and ability to provide value-added products and systems. The OEMs    
have been very successful in making high-quality and low cost a minimum         
requirement to remain in the industry, as opposed to a competitive advantage    
for certain suppliers.                                                          

These evolving requirements can best be addressed by suppliers with     
sufficient resources to meet such demands. For full-service suppliers such      
as the Company, this environment provides an opportunity to grow by             
obtaining business previously provided by other suppliers who can no longer     
meet the current or future requirements and expectations of the OEMs and by     
acquisitions that further enhance product manufacturing and service             
capabilities. Although the requirements of the OEMs have already resulted in    
significant consolidation of component suppliers in many product segments,      
we believe that many opportunities exist for further consolidation within       
our stamping and metal forming industry.                                        

PRODUCTS                                                                        

We generate the majority of our net sales from large, complex, high     
value-added products, primarily assemblies that generally consist of            
multiple parts, which we stamp and forge and combine with various welded or     
fastened components. We are the sole source supplier of these complex           
modules and assemblies. These products include unexposed components and         
assemblies that are intrinsic to the structural integrity of the vehicle        
such as A-pillars, radiator supports, floor pans, toe-to-dash panels, leaf      
springs, frame and suspension components and reinforcements. In addition to     
unexposed components and assemblies, we have the capability and expertise to    
produce Class A surfaces such as door assemblies, door apertures, rocker        
panels, fuel filler doors, and                                                  

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box side outers, which require virtually flawless finishes and more stringent   
customer requirements than unexposed assemblies. These products require         
superior engineering and automated manufacturing and assembly capabilities      
due to their complexity and high volume requirements.                           

While we have the capability to produce small stampings, such as      
brackets and braces, we focus on more complex and larger components and       
assemblies which typically generate higher dollar content per vehicle as      
well as higher margins for the Company. These assemblies, such as the A, B    
and C pillars, control arms, leaf springs, door assemblies, door apertures,   
deck lids and radiator supports require larger, high tonnage, wide-bed,       
fully-automated press capabilities, complex automated weld and hemming        
assembly, autophoretic corrosion resistant coating, machining, and automated  
assembly of purchased components.                                             

The chart below details by major customer our major products, the type
of vehicle and the model/platform for which they are produced                 

                                                        [Enlarge/Download Table]

   CUSTOMER             TYPE           MODEL/PLATFORM                 COMPONENTS SUPPLIED                 
------------------  -------------  ----------------------------   --------------------------------------- 
                                                                                                          
General Motors      Sport Utility  Suburban/Tahoe/Yukon           Door Assemblies, Door Apertures,        
                                                                  Rocker Panels,  Lower Control Arms,     
                                                                  Wheel Moldings                          
                    Sport Utility  Blazer/Jimmy                   Leaf Springs, Seat Supports/Rails       
                    Sport Utility  Pontiac Recon/Buick Signia     Door Assemblies, Tailgate Assemblies,   
                                   (2000 Launch)                  Hoods, Floor Assemblies, Rocker         
                                                                  Panels, Rail Assemblies                 
                    Light Truck    S10/Sonoma Pickup              Leaf Springs                            
                    Light Truck    C/K Crew Cab Pickup            Door Apertures, Wheel Moldings          
                    Light Truck    C/K Pick Up                    Lower Control Arms (4 Wheel Drive),     
                                                                  Rocker Panels, Wheel Moldings           
                    Light Truck    C/K Pick Up (Mexico)           Class A Blanks                          
                    Mini-Van       Astro/Safari                   Struts, Lower Control Arms (All Wheel   
                                                                  Drive), A Pillars,  Leaf Springs        
                    Vans           Savanna/Express                Leaf Springs, Pillar                    
                                                                  Reinforcements, Latches, Supports       
                    Medium Duty    Commercial Chassis             Leaf Springs, Toe-to-Dash Panel         
                    Medium Duty    Kodiak                         Floor Assembly, Fuel Tank Straps,       
                                                                  Raised Roof Panel                       
                    Passenger Car  Saturn SC                      Deck Lid, Pillar Reinforcement, Inner   
                                                                  Doors, Window Frame Reinforcement       
                    Passenger Car  Saturn SC/SL/SW (1999 Launch)  Underbody Rails                         
                    Passenger Car  Saturn LS (1999 Launch)        Body Side Inners, Door Assemblies,      
                                                                  Shelf Panel, Wheel House Inners,        
                                                                  Radiator Support, Heat Shield, Gas      
                                                                  Tank Shield                             
                    Passenger Car  Grand Prix, Regal, Intrigue,   Radiator Supports                       
                                   Monte Carlo, Lumina                                                    
                    Passenger Car  Corvette                       Floor Panels                            
                    Passenger Car  EV1                            Floor Panels, Wheel Houses              
                    Passenger Car  Malibu, Cutlass                Sun Roof Assembly                       
                    Passenger Car  Grand Am, Alero                Door Beams                              
                    Passenger Car  Park Avenue, Riviera, Aurora,  Rocker Panels                           
                                   Seville, Deville                                                       
                    Passenger Car  Joy, Swing, Monza (Mexico)     Class A Blanks, Floor Pan Assemblies    
                    Passenger Car  Cavalier/Sunfire (Mexico)      Floor Pan Assemblies                    

Ford                Sport Utility  Explorer, Mountaineer          Rear Floor Reinforcement, Center Body   
                                                                  Pillar,  B-Pillar Assembly, Leaf Springs
                    Sport Utility  Expedition, Navigator          Control Arms                            

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                                                        [Enlarge/Download Table]

   CUSTOMER             TYPE           MODEL/PLATFORM                COMPONENTS SUPPLIED                      
------------------  -------------  ----------------------------  ---------------------------------------      
                                                                                                              
                    Light Truck    F Series Pickup               Control Arms, Load Floor, Leaf Springs       
                    Light Truck    Ranger, Mazda Pickup          A Pillar, Upper/Lower Back Panel,            
                                                                 Roof Panel, Windshield Header, Box           
                                                                 Side Outer, Leaf Springs                     
                    Van            Windstar                      Rear Floor Assembly, Dash Panel, Rear        
                                                                 Cross Members, Cowl Sides, Radiator          
                                                                 Support                                      

                    Van            Econoline                     Roof Rails, A-Pillar, Floor Pan, Shock       
                                                                 Tower, Fuel Filler Doors, Leaf Springs,      
                                                                 Brackets, Latches                            
                    Passenger Car  Contour/Mystique/Mondeo       Front & Rear Control Arms, Rear Suspension   
                                   (Europe)                      Bar Assembly, Brackets                       
                    Passenger Car  Cougar                        Front & Rear Control Arms, Rear              
                                                                 Suspension Bar Assembly, Brackets            
Ford/Nissan         Mini-Van       Villager, Quest               Leaf Springs                                 

DaimlerChrysler     Sport Utility  Cherokee                      Control Arms                                 
                    Light Truck    Dakota                        Leaf Springs, Control Arms (1999             
                                                                 Launch)                                      
                    Sport Utility  Durango                       Skid Plates, Brackets, Control Arms          
                                                                 (1999 Launch)                                
                    Light Truck    Ram Pickup                    Control Arms                                 
                    Minivan        Extended Voyager/Caravan,     Leaf Springs                                 
                                   AWD Eurostar (Europe)                                                      

Isuzu               Medium Duty    NPR/W4 Truck                  Leaf Springs                                 

CAMI                Sport Utility  Tracker/Sidekick              Rear Bumper, Side Frame Member,              
                                                                 Door Inner Reinforcement, Floor              
                                                                 Bar, Underbody Components                    
                    Passenger Car  Metro/Swift                   Rear Cross Members, Side Sill, Dash          
                                                                 Panel                                        
Renault             Passenger Car  Megane                        Engine Cradle, Radiator Support, Pillar      
                                                                 Assemblies, Structural Supports              
                                                                 Gas Tank Heat Shield, Bulkhead Heat Shield,  
                                                                 Door Beam                                    
                    Van            Kangoo                        Longitudinal Body Rails, Structural Supports,
                                                                 Engine Cradles, Structural                   
                                                                 Cross Members                                
                    Passenger Car  X53                           Hood Assembly, Cross Members, Reinforcements 
                    Van            Express                       Pillar Reinforcements, Cross Members         
                    Van            Master                        Pillar Reinforcements, Cross Members         
                    Passenger Car  Clio                          Door Beam                                    
                    Van            Traffic                       Pillar Reinforcements, Cross Members         
                    Passenger Car  Saffrane                      Cross Members, Structural Supports           
                    Passenger Car  X40                           Cross Members, Structural Supports           
                    Heavy Truck    Various                       Instrument Panel Assembly, Structural Pillar 
                                                                 Assemblies                                   
                    Passenger Car  Laguna                        Structural Cross Members, Fender Support,    
                                                                 Reinforcements                               
                    Van            Twingo                        Floor Reinforcements                         

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                                                        [Enlarge/Download Table]

   CUSTOMER             TYPE           MODEL/PLATFORM                COMPONENTS SUPPLIED                       
------------------  -------------  ----------------------------  ---------------------------------------       
                                                                                                               
PSA                 Van            Monospace                     Pillar Reinforcements, Cross Members          
                    Passenger Car  205                           Hood Outer, Hood Inner, Floor Extensions      
                    Passenger Car  ZX/306                        Cross Members                                 
                    Passenger Car  405                           Support, Cross Member, Inner Fender           
                                                                 Reinforcements                                
                    Passenger Car  Xantia                        Heat Shield, Cross Member, Structural         
                                                                 Reinforcements                                
                    Passenger Car  Various                       Clutch Pedal Assemblies                       
                    Passenger Car  Z8 (606)                      Reinforcements,  Cross  Members,  Heat Shield,
                                                                 Tank                                          
                                                                 Shield                                        

Matra               Van            Espace                        Floor Pan Assemblies, Pillar Assemblies       

Nissan              Passenger Car  Micra                         Oil  Pan, Heat Shield, Clutch Pedal           

GM                  Passenger Car  Astra                         Dash Panel Reinforcement, Structural          
                                                                 Cross Member, Brackets                        
                    Passenger Car  Omega                         Radiator Support Stampings                    

Saab                Passenger Car  900                           Floor Cross Member, Reinforcements            

VW                  Passenger Car  Golf                          Heat Shield, Brackets, Reinforcements         

SEAT                Passenger Car  Toledo                        Door Beams                                    

Faurecia            Passenger Car  Audi B6                       Cross Members, Inserts For Instrument Panel   
                    Passenger Car  PSA Z8 (606)                  Seat Structure Cross Members                  
                    Passenger Car  PSA X4 Xantia                 Seat Structure Cross Members                  
                    Van            VW T5 Van                     Seat Structure Cross Members                  

Sevel Nord          Van            U64                           Trunk Lid Inner, Fender Inner, Floorpan Parts,
                                                                 Fender Inner, Hood Panel                      

  The Company has received purchase orders for production commencing after
the current model year, which production typically continues through the        
product's life cycle and is subject to the volume requirements of customers, for
the following major products: (i) the new Saturn LS Program, which management   
believes will generate approximately $65.0 million of annual net sales beginning
with the 1999 model year, (ii) the GMT 250 Program, which management believes   
will generate approximately $90.0 million of annual net sales beginning in 1999,
(iii) the 2001 DaimlerChrysler Durango/Dakota control arms, which management    
believes will generate approximately $11.1 million of annual sales beginning in 
2000 (iv) the GM Blazer /Jimmy/ Bravada control arms, which management believes 
will generate approximately $ 50.1 million of annual net sales beginning in 2001
and (v) chassis components for the North American production of a GM global     
platform, which management believes will generate approximately $158.0 million  
of annual sales beginning in 2002.                                              

DESIGN AND ADVANCED ENGINEERING                                                 

We strive to maintain a technological advantage through investment in 
product development and advanced engineering capabilities that utilize          
structured program management techniques in an effort to exceed the customer's  
expectations for value and service. Our engineering staff encompasses such      
disciplines as program management, computer aided design ("CAD"), virtual       
prototyping, draw die and process simulation, advanced engineering,             
manufacturing feasibility, and tooling and process development. Responsibilities
of our engineers include (i) design, (ii) initial prototype development, (iii)  
design and implementation of manufacturing processes, (iv) production           
feasibility and improvement, and (v) data management.                           

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As our customers continue to out source larger assembled systems which  
must be designed at earlier stages of vehicle development rather than the     
smaller parts which are attached to them, we are increasingly required to       
utilize advanced engineering resources early in the planning process.           
Advanced engineering resources create improved engineering design, CAD          
feasibility studies, working prototypes and testing programs to meet            
customer specifications. Given this increased demand for early involvement      
in the design and engineering aspects of production development, we             
established a new technical center which houses our engineering and design      
group. We utilize structured program management based on the Automotive         
Industry Action Group sanctioned Advanced Part Quality Planning principles      
to ensure part quality in all phases of design and manufacturing. We have       
established a data management and CAD department which is able to support       
all major customer systems. We provide "gray box" engineering capabilities      
in which the customer has principal design responsibility while our             
engineers work closely with the customer in designing the specifications of     
the product material, the part to be produced and the tooling required to       
produce the finished product. We are also on-line with all major customers      
which accelerates the process of design changes.                                

Our design and advanced engineering expertise is an important           
differentiating factor in maintaining our relationships with and obtaining      
new business from our customers and, in management's judgment, was an           
essential factor in winning the new business described above.                   

CUSTOMERS AND MARKETING                                                         

We supply our products on a long-term preferred and sole source basis,  
primarily to GM (34%), Ford (25%), Renault (15%), DaimlerChrysler (10%), PSA    
(5%), CAMI (1%), and Saturn (1%) (percentages are approximates of net sales     
for the nine months ended December 31, 1998 on a pro forma basis for the        
acquisition of Cofimeta) with the remaining net sales comprised of sales        
primarily to other automotive suppliers. We have been providing products        
directly to GM and Ford for more than 50 years, and directly to                 
DaimlerChrysler, Renault, and PSA for more than 20 years. We currently have     
locations in the United States, Canada, Mexico, France and Venezuela and        
provide components for OEMs doing business in Europe, North America and         
South America. We believe our presence in Europe and Mexico is strategically    
important and has led to several significant new opportunities (e.g. GM 250     
Program) with OEMs doing business in these locations. We also believe the       
Venezuelan joint venture provides further entree into Latin and South           
American markets. Metalcar's production capabilities and strong management      
team will provide the Company the means to further penetrate these markets      
not only for springs, but also metal stamping and other Company products. We    
maintain very strong relationships with our customers and continually strive    
to exceed customer expectations and anticipate customer needs. This approach    
has enabled us to maintain our status as a long-term supplier with each of      
our major customers and as part of a limited group of preferred suppliers       
invited to bid for platform work.                                               

With the efforts by the OEMs to reduce the product development cycle    
time, top suppliers are increasingly included in the early design and           
development stages. For example, we obtain many of our new orders through a     
presourcing process by which the customer invites one or a few preferred        
suppliers to manufacture and design a component, assembly or module that        
meets certain price, timing and functional parameters. Upon selection at the    
development stage, we typically agree with the customer to cooperate in         
developing the product to meet the specified parameters. Upon completion of     
the development stage and the award of the manufacturing business, we           
receive a blanket purchase order for those components, assemblies or modules    
for the life of a vehicle model or platform, which typically range from five    
to seven years. Consequently, the key success factors for OEM suppliers now     
include total program management that encompasses state-of-the-art design,      
reduced launch cycle times, manufacture and delivery of high quality            
products at competitive prices.                                                 

We believe that the advanced engineering and sales organization at our  
technical center offers services few other suppliers have available for         
their customers. The group's primary activities are: (i) Quoting/Cost           
Estimating; (ii) Assembly/Automation; (iii) CAD Design and Data Control;        
(iv) Virtual prototyping; (v) Draw die simulation; (vi) Tool Process/Design;    
and (vii) Program Management. The sales group is divided into customer          
oriented business units, each with a business unit manager responsible for      
all facets of customer needs, as well as strategies for growing their           
particular customer base. The entire group is dedicated to advanced             
technical development and servicing a multitude of customers' needs as one      
team.                                                                           

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MANUFACTURING AND FACILITIES                                                    

Our corporate headquarters, engineering, technical center and sales     
offices are currently located in Troy, a suburb of Detroit, Michigan, close     
to our core of automotive customers. Our manufacturing plants are               
strategically located near OEM manufacturing sites.                             

We operate over 500 presses ranging from under 100 ton to 3,000 ton     
capabilities. We are capable of producing components and assemblies from the    
smallest brackets to full-size, Class A door and closure panels with our        
unique wide-bed (180 inch), automated press lines. Production systems           
include oil feeders, welding robots, pick and place robots and other            
state-of-the-art automation, as well as autophoretic corrosion resistant        
coating systems.                                                                

As OEMs have increased quality standards and implemented just-in-time   
and sequenced delivery/inventory management methods, the consistency of         
quality, as well as the timeliness and reliability of shipments by OEM          
suppliers, have become crucial in meeting logistical demands of the OEMs and    
reducing operating costs of the supplier. We have responded by developing       
and adopting manufacturing practices that seek to maximize quality and          
eliminate waste and inefficiency in our own operations and in those of our      
customers. Our manufacturing and engineering capabilities enable us to          
design and build high-quality, efficient manufacturing systems, processes       
and equipment. We have invested heavily in our commitment to quality through    
education of employees and implementation of cost management and control        
systems from the plant floor up.                                                

All suppliers are required to meet numerous quality standards in order  
to qualify as a preferred and long-term supplier to the OEMs. The QS-9000       
standards were developed by international and domestic automobile and truck     
manufacturers to ensure that their suppliers meet consistent quality            
standards that can be independently audited. The QS-9000 standards provide      
for the standardization and documentation of a supplier's policies and          
procedures to improve suppliers' efficiencies. The European automobile and      
truck manufactures have developed similar standards to the QS-9000 standards    
(EAQF). We are QS-9000 certified and Cofimeta is EAQF certified.                

In addition to the QS-9000 standard, each OEM maintains its own         
certification or award system for preferred suppliers based on the              
supplier's demonstrated quality, delivery and certain commercial                
considerations. Ford requires that all suppliers receive its Q1 rating in       
order to quote for new production business. GM's Supplier of the Year Award     
provides certain competitive advantages to the recipients but is not a          
requirement for current GM suppliers to bid on new business. DaimlerChrysler    
allows suppliers who have received its Gold Pentastar Award to retain any       
current business when it is replaced by a new model without competitive         
bidding. Other OEMs maintain various award programs for their suppliers that    
recognize outstanding performance by the supplier. We have received             
DaimlerChrysler's Gold Pentastar Award for each of our facilities that have     
DaimlerChrysler as a customer. We have the Q1 rating from Ford at all plants    
that are required to have the Q1 rating.                                        

    A summary of our major facilities, including the facilities of our less than
majority owned affiliates is set forth below:                                   

                                                                [Download Table]

                            SIZE   
  FACILITY                (SQ. FT.)
----------------------    ---------
                                   
Alma, Michigan             389,000 
Argos, Indiana             386,000 
Corydon, Indiana           200,000 
Greencastle, Indiana       214,000 
Cambridge, Ontario         290,000 
Delhi, Ontario             115,000 
Athens, Tennessee          100,000 
Masury, Ohio               150,000 
Lapeer, Michigan            85,000 
Prudenville, Michigan       76,000 
Oscoda, Michigan            57,000 
Hamilton, Indiana           85,000 
Chatham, Ontario           190,000 
Wallaceburg, Ontario       240,000 
Saltillo, Mexico(1)         20,000 
Silao, Mexico(1)            42,000 

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                                                                [Download Table]

                            SIZE   
  FACILITY                (SQ. FT.)
----------------------    ---------
                                   
Troy, Michigan(1)           34,000 
Douai, France              538,000 
St. Florent, France        431,000 
Orbec, France              188,000 
Valencia, Venezuela(2)     122,000 

--------------------                                                            

(1) All properties above are owned, with the exception of the Silao and Saltillo
facilities and the Troy office. These properties are leased with lease  
expiration dates ranging from December 1999 to June 2005.               

(2) Owned by Metalurgica Carabobo, S.A., a Venezuelan joint venture of which we 
have a 49% interest.                                                    

The Company has entered into a lease transaction for a new facility in Ramos    
Arizpe, Mexico. The 330,000 sq. ft. facility will support the GMT 250 Program as
well as other customer opportunities.                                           

RAW MATERIALS                                                                   

  The cost of raw materials represented approximately 51.3% of our net sales
for the fiscal year ended March 31, 1998 on a pro forma basis for the           
acquisitions of Howell, RPIH, the Suspension Division, and Cofimeta. On an      
annual basis, steel represents approximately 68% of total raw materials         
purchases. We expect to purchase nearly 360,000 tons of steel in fiscal 1999 for
use in its production. The remaining 32% of raw materials purchases is          
represented by various purchased parts such as forgings, bushings, ball joints, 
isolators, corrosion resistant coating, and various fasteners.                  

We participate with respect to the majority of our platforms in steel   
purchase programs through Ford, GM and DaimlerChrysler wherein the steel is     
purchased by the OEM from the steel mill and sold to us at a negotiated price.  
These purchase programs effectively neutralize the exposure to steel price      
increases, as any price increases from the steel mills are either absorbed by   
the OEM prior to our purchase of the steel or such increases are reflected in   
our purchase of the steel and passed back to the OEM in the product pricing.    

COMPETITION                                                                     

    The market for our products is characterized by strong competition from both
captive OEM suppliers and external, non-captive suppliers. We compete with a    
limited number of competitors that have the physical assets and technical       
resources to produce large bed stampings, complex parts and subassemblies of    
multiple parts. Our largest competitors include The Budd Company, a subsidiary  
of Thyssen AG; Magna International Inc.; Tower Automotive, Inc.; Aetna          
Industries, Inc.; Ogihara America Corp., a subsidiary of Marubeni Corp.; Midway 
Products Corporation; Active Tool & Manufacturing Co., Inc.; A.G. Simpson       
Automotive, Inc.; Mayflower Vehicle Systems Inc.; L&W Engineering; National     
Automotive Radiator Manufacturing Company; and divisions of OEMs with internal  
stamping and assembly operations.                                               

 We compete for business at the beginning of the development for new model
platforms, as well as the redesign of current models. This process can begin    
from two to five years prior to the introduction of the new model. After the    
customer awards a program, that supplier is generally designated as the sole    
source supplier for the life of that program, which typically lasts 4 to 5 years
for passenger cars and up to 10 years for trucks (particularly for unexposed    
structural components and assemblies).                                          

EMPLOYEES                                                                       

At March 1, 1999, we employed approximately 4,900 persons in the United 
States, Canada, Mexico, and France, approximately 1,100 of whom are employed on 
a salaried basis and the balance of whom are hourly employees. Substantially all
of the hourly employees are represented by various local unions through         
collective bargaining agreements. These individual agreements which are from    
three to five years in length expire over the period April 1999 through February
2004.                                                                           

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In 1994, we experienced a two-week work stoppage at the Chatham, Ontario
facility. Other than this event, we have not experienced any organized work     
stoppages at any time during the past ten years. At the present time, we believe
that our relations with our employees are good.                                 

REGULATORY MATTERS                                                              

Our facilities and operations are subject to a wide variety of federal, 
state, local, and foreign environmental laws, regulations, and ordinances,      
including those related to air emissions, wastewater discharges, and chemical   
and hazardous waste management and disposal ("Environmental Laws"). Our         
operations also are governed by laws relating to workplace safety and worker    
health, primarily the Occupational Safety and Health Act, and foreign           
counterparts to such laws. In many jurisdictions, these laws are complex and    
change frequently. The nature of our operations exposes us to risks of          
liabilities or claims with respect to environmental and worker health and safety
matters. At March 31, 1998, we had a liability of approximately $1.7 million    
recorded for estimated costs of known environmental matters. There can be no    
assurance that material costs will not be incurred in connection with such      
liabilities or claims. See Note 15 to Oxford Automotive, Inc.                   
Notes to Consolidated Financial Statements.                                     

Based on our experience to date, we believe that the future cost of     
compliance with existing Environmental Laws (or liability for known             
environmental claims) will not have a material adverse effect on our business,  
financial condition or results of operations. However, future events, such as   
changes in existing Environmental Laws or their interpretation, may give rise to
additional compliance costs or liabilities that could have a material adverse   
effect on the Company's business, financial condition or results of operations. 
Compliance with more stringent Environmental Laws, as well as more vigorous     
enforcement policies of regulatory agencies or stricter or different            
interpretations of existing Environmental Laws, may require additional          
expenditures by the Company that may be material.                               

Certain Environmental Laws hold current owners or operators of land or  
businesses liable for their own and for previous owners' or operators' releases 
of hazardous or toxic substances, materials or wastes, pollutants or            
contaminants, including petroleum and petroleum products ("Hazardous            
Substances"). Certain laws, including but not limited to CERCLA, may impose     
joint and several liability on responsible parties. Because of our operations,  
the long history of industrial uses at some of its facilities, the operations of
predecessor owners or operators of certain of the businesses, and the use,      
production, and releases of Hazardous Substances at these sites, we are affected
by such liability provisions of the Environmental Laws. Several of our          
facilities have experienced some level of regulatory scrutiny in the past and   
are or may be subject to further regulatory inspections, future requests for    
investigation or liability for past disposal practices.                         

Our Alma, Michigan plant is listed on the Michigan Department of        
Environmental Quality ("MDEQ") list of Michigan Sites of Environmental          
Contamination. Based on filings with the MDEQ by the current owner of the       
petroleum refinery which adjoins the Alma Plant property, the refinery has been 
determined by the MDEQ to be the source of certain contamination existing in the
eastern area of the Alma plant property. While we are currently conducting      
certain remedial activity at our Alma plant in connection with this             
contamination, we may have claims against the refinery owner relating to this   
contamination. While we do not expect to incur significant future costs in      
connection with this matter, we cannot guarantee that such future costs will not
be material.                                                                    

 The Resource Conservation and Recovery Act and the regulations thereunder
("RCRA") regulates the generation, treatment and disposal of hazardous wastes.  
In the mid-1980s, we entered into a Consent Agreement and Final Order, through  
Lobdell, with the United States Environmental Protection Agency (the "EPA")     
relating to the final closure of a surface water impoundment area at the Alma   
plant under RCRA. We have remediated the impoundment soils and sediments and we 
are now implementing a groundwater monitoring program with EPA approval under   
RCRA. In addition, we are conducting groundwater monitoring in a separate       
section of the Alma plant at which contaminants have been detected by our       
consultants. Both of these programs may be affected by the suspected            
contamination from the petroleum refinery described above. While future         
groundwater remediation costs, if any, are not expected to be material, we      
cannot predict such costs with certainty and no guarantee can be made that these
costs will not be material.                                                     

 We have been named as a potentially responsible party, along with several
other companies, in connection with a former disposal facility located in the   
St. Louis, Michigan area. We, along with certain other named parties, in        
cooperation with the State of Michigan, currently are undertaking a remedy for  
which we are sharing costs. Groundwater at the site is currently being monitored
and while the                                                                   

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costs of groundwater remediation, if any, are not expected to be material, we   
cannot accurately estimate such costs at this time. See "Risk Factors --        
Environmental Risks and -- Legal Proceedings."                                  

    On April 1, 1998, we acquired the Suspension Division and are in the process
of addressing certain environmental concerns. Eaton Corporation has agreed to   
retain and reimburse us for all known environmental liabilities for which claims
are made prior to April 1, 2008 arising from the operation of the acquired      
facilities prior to the acquisition of the Suspension Division, including the   
present remediation efforts. Eaton Corporation has also agreed to retain and    
reimburse us for all unknown environmental liabilities arising from the         
operation of the acquired facilities prior to the acquisition of the Suspension 
Division, for which claims are made prior to April 1, 2000, up to a $1.5 million
aggregate cap. While there can be no assurance that all costs associated with   
such matters will ultimately be reimbursed by Eaton Corporation, we do not      
currently believe that any liability associated with such matters will be       
material.                                                                       

LEGAL PROCEEDINGS                                                               

 We are subject to various claims, lawsuits and administrative proceedings
related to matters arising in the normal course of business. In the opinion of  
management, after reviewing the information which is currently available with   
respect to such matters and consulting with legal counsel, any liability which  
may ultimately be incurred with respect to these matters will not materially    
affect our financial position.                                                  

AVAILABLE INFORMATION                                                           

    We are subject to the informational requirements of the Exchange Act, and in
accordance therewith file periodic reports and other information with the SEC.  
We have, and the Subsidiary Guarantors have, filed with the SEC an Exchange     
Offer Registration Statement pursuant to the Securities Act, and the rules and  
regulations promulgated thereunder, covering the Series D Notes being offered   
hereby. This Prospectus does not contain all the information set forth in the   
Exchange Offer Registration Statement. For further information with respect to  
the Company, the Subsidiary Guarantors and the Exchange Offer, reference is made
to the Exchange Offer Registration Statement. Statements made in this Prospectus
as to the contents of any contract, agreement or other document referred to     
accurately describe the material terms so referred to, but are not necessarily a
complete description of the contents of any such contract, agreement or other   
document. With respect to each such contract, agreement or other document filed 
as an exhibit to the Exchange Offer Registration Statement, reference is made to
the exhibit for a more complete description of the document or matter involved, 
and each such statement shall be deemed qualified in its entirety by such       
reference. The Exchange Offer Registration Statement, including the exhibits    
thereto, as well as the reports and other information filed by us with the SEC, 
can be inspected and copied at the public reference facilities maintained by the
SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the    
Regional Offices of the SEC at Seven World Trade Center, Suite 1300, New York,  
New York 10048 and at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 
20549, at prescribed rates. Information on the operation of the Public Reference
Room is available from the SEC at 1-800-SEC-0330. In addition, the SEC maintains
a Web site that contains reports, proxy and information statements and other    
information regarding registrants that file electronically with the SEC. The    
address of such Web site is: http://www.sec.gov.                                

    In the event we cease to be subject to the informational requirements of the
Exchange Act, we will be required under the Indenture to continue to file with  
the SEC the annual and quarterly reports, information, documents or other       
reports, including, without limitation, reports on Forms 10-K, 10-Q and 8-K,    
which would be required pursuant to the informational requirements of the       
Exchange Act. We will also furnish such other reports as may be required by law.
In addition, for so long as any of the Series C Notes are restricted securities 
within the meaning of Rule 144(a)(3) under the Securities Act, we have agreed to
make available to any prospective purchaser of the Series C Notes or beneficial 
owner of the Series C Notes, in connection with any sale thereof, the           
information required by Rule 144A(d)(4) under the Securities Act.               

We are not required to send annual reports to security holders under the
SEC's proxy rules or regulations. We will provide the Trustee with reports,     
including reports on Forms 10-K (including audited financial statements), 10- Q 
and 8-K, pursuant to the terms of the Indenture.                                

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS                                                

The following table sets forth the name, age and position of each of the
directors and executive officers of Oxford Automotive. Each director of Oxford  
Automotive will hold office until the next annual meeting of shareholders or    
until his successor has been elected and qualified. Officers of Oxford          
Automotive serve at the discretion of the Board of Directors.                   

                                                        [Enlarge/Download Table]

         NAME                 AGE               POSITIONS                                  
-----------------------     -------  ------------------------------------------------------
                                                                                           
Selwyn Isakow .............    46    Chairman of the Board of Directors                    

Rex E. Schlaybaugh, Jr ....    50    Vice Chairman of the Board of Directors and Secretary 

Steven M. Abelman .........    48    Director, President and Chief Executive Officer       

Manfred J. Walt ...........    46    Director                                              

Dennis K. Pawley ..........    57    Director                                              

Aurelian Bukatko ..........    48    Senior Vice President-Chief Financial Officer         

Larry C. Cornwall .........    51    Senior Vice President-Sales and Engineering           

John H. Ferguson ..........    50    Vice President-Financial Operations and Assistant     
                                     Secretary                                             

Selwyn Isakow, Chairman of the Board of Directors. Mr. Isakow has been a
director of Oxford Automotive since its inception in 1995, was the President of 
Oxford Automotive from 1995 to May 1997, and was appointed Chairman of the Board
in May 1997. Since 1985, Mr. Isakow has been the President of The Oxford        
Investment Group, Inc. ("Oxford Investment"), a private investment and corporate
development company that acquires majority equity positions on behalf of its    
principals in industrial products manufacturing, financial services, niche      
distribution and other selected companies. Mr. Isakow generally serves as       
Chairman of the Board and a director of all such portfolio companies. Mr. Isakow
is also a director of Champion Enterprises, Inc. and Ramco Gershenson Properties
Trust, and serves on the boards of numerous community organizations. From 1982  
to 1985, Mr. Isakow was the Executive Vice President of Comerica Incorporated, a
regional bank holding company, and from 1978 to 1982, was a principal at Booz,  
Allen and Hamilton, management consultants.                                     

Rex E. Schlaybaugh, Jr., Vice Chairman of the Board of Directors and    
Secretary. Mr. Schlaybaugh has been the Secretary and a director of Oxford      
Automotive since its inception in 1995 and was appointed Vice Chairman of the   
Board in May 1997. Mr. Schlaybaugh was appointed the Vice Chairman of Oxford    
Investment in May 1997. Mr. Schlaybaugh has been a member of the firm of Dykema 
Gossett PLLC since 1985. Mr. Schlaybaugh is also a director of certain other    
portfolio companies of Oxford Investment. Mr. Schlaybaugh is also a member of   
the Board of Directors of the Manufacturers Life Insurance Company (U.S.A.), the
Michigan State Chamber of Commerce and is a Trustee of Oakland University.      

Steven M. Abelman, Director, President and Chief Executive Officer. Mr. 
Abelman was appointed President and Chief Executive Officer of Oxford Automotive
in May 1997. Prior to joining Oxford Automotive, Mr. Abelman was Deputy Chief   
Executive Officer of Bundy North America ("Bundy"), an automotive supplier of   
brake and fuel delivery systems, from February 1996 until May 1997 and prior to 
that he was President of Bundy from September 1995 until February 1996. From    
December 1991 to September 1995, Mr. Abelman was Vice President and General     
Manager of Augat Wiring Systems, a manufacturer of automotive wiring systems and
components.                                                                     

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    Manfred J. Walt, Director. Mr. Walt has been a director of Oxford Automotive
since May 1997. Mr. Walt has been the Executive Vice President and Chief        
Financial Officer of Central Park Lodges Ltd., a Canadian assisted living       
company located in Toronto, Canada, since May 1998. From October 1997 to May    
1998, Mr. Walt was the Sr. Vice President of Gentra, Inc., a Real Estate Company
based in Toronto, Canada. From 1989 to September 1997, Mr. Walt was the Managing
Partner-Financial Services of Edper Brascan Corporation ("Edper"), a diversified
natural resources, energy and property development company. Gentra, Inc. is an  
affiliate of Edper. From 1980 to 1989, Mr. Walt served in various capacities    
with Edper.                                                                     

 Dennis K. Pawley, Director. Mr. Pawley was appointed a director of Oxford
Automotive in January 1999. Mr. Pawley has been the President and Chief         
Operating Officer of Performance Learning, a consulting company located in Las  
Vegas, Nevada, since February 1999. From 1991 to 1998, Mr. Pawley served as the 
Executive Vice President of Manufacturing for DaimlerChrysler in Auburn Hills,  
Michigan.                                                                       

    Aurelian Bukatko, Senior Vice President-Chief Financial Officer. Mr. Bukatko
was appointed Senior Vice President-Chief Financial Officer of Oxford Automotive
in February 1999. From December 1997 to February 1999, Mr. Bukatko was Corporate
Treasurer of Hayes-Lemmerz International, a worldwide manufacturer of wheels,   
brake drums and rotors for motor vehicles. From August 1996 to November 1997,   
Mr. Bukatko served as Director of Global Currency Management for the Lear       
Corporation, a worldwide supplier of automotive interiors. From September 1991  
to July 1996, Mr. Bukatko was the Treasurer and Financial Director,             
International for Lear Seating in Gustavsburg, Germany.                         

    Larry C. Cornwall, Senior Vice President-Sales and Engineering. Mr. Cornwall
was appointed Vice President-Sales and Engineering of Oxford Automotive in May  
1997. From October 1995 to May 1997, Mr. Cornwall was the Senior Vice           
President-Sales and Engineering at BMG. From 1991 to 1995, Mr. Cornwall was Vice
President of Sales and Engineering at Veltri International, an automotive       
stamper.                                                                        

John H. Ferguson, Vice President-Financial Operations and Assistant     
Secretary. Mr. Ferguson was appointed as a Vice President-Financial Operations  
and Assistant Secretary of Oxford Automotive in May 1997. Mr. Ferguson is also  
the Chief Financial Officer of BMG, a position he has held since April 1996.    
Prior to that time, Mr. Ferguson was with Bundy, where he acted as Group Plant  
Manager from 1994 to 1996 and as Corporate Controller from 1992 to 1994. From   
1984 to 1992, Mr. Ferguson held several positions with GenCorp. Inc., an        
automotive tire supplier, including Controller of the Automotive Products Group.

Certain of the officers and directors of Oxford Automotive are also     
directors or officers of Oxford Automotive subsidiaries.                        

BOARD COMMITTEES                                                                

The Board of Directors have established an Executive Committee, an Audit
Committee, and a Compensation Committee.                                        

  The Executive Committee is responsible for exercising all of the duties of
the Board of Directors that may lawfully be delegated to it by the Board of     
Directors under Michigan Law. The Executive Committee consists of Messrs.       
Isakow, Schlaybaugh and Abelman.                                                

The Audit Committee is responsible for reviewing with management our    
financial controls and accounting and reporting activities. The Audit Committee 
reviews the qualifications of our independent auditors, make recommendations to 
the Board of Directors regarding the selection of independent auditors, review  
the scope, fees and results of any audit and review non-audit services and      
related fees. The Audit Committee consists of Messrs. Schlaybaugh and Walt.     

The Compensation Committee is responsible for the administration of all 
salary and incentive compensation plans for our officers and key employees,     
including bonuses. Salaries and bonuses will be reviewed by the Compensation    
Committee and will be adjusted in light of our performance, the responsibilities
of each of our officers in meeting corporate performance objectives and other   
factors, such as length of service and subjective assessments. The Compensation 
Committee consists of Messrs. Isakow and Walt.                                  

DIRECTOR COMPENSATION AND ARRANGEMENTS                                          

 We pay fees to our non-employee directors of up to $2,000 per meeting and
reimburse the out-of-pocket expenses related to directors' attendance at each   
Board and committee meeting. In addition, we may elect to adopt a non-employee  
director option plan or other similar plan to provide for grants of stock       
options or other benefits as a means of attracting and retaining highly         
qualified                                                                       

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independent directors for the Company. Members of the Board of Directors are    
elected pursuant to certain shareholder agreements by and among the Company and 
certain of its shareholders. See "Principal Shareholders -- Shareholder         
Agreements."                                                                    

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

We did not have a Compensation Committee prior to August 4, 1997.       
Accordingly, all determinations with respect to executive compensation were made
by the Board of Directors. Prior to August 4, 1997, Messrs. Isakow and          
Schlaybaugh participated in deliberations of our Board of Directors concerning  
executive officers compensation. On August 4, 1997 a Compensation Committee,    
whose members are Selwyn Isakow and Manfred Walt, was appointed by the Board of 
Directors. Mr. Isakow is our Chairman and was our President from our inception  
in 1995 to May 1997. Pursuant to the terms of the indentures for the Existing   
Notes, we are not permitted to enter into any transaction (including employee   
compensation arrangements) with any Affiliate (as defined) unless the           
transaction is arm's length and, if the transaction involves amounts in excess  
of $1 million in any one year, the terms of the transaction are set forth in    
writing and approved by a majority of the disinterested members of the Board of 
Directors. For similar transactions in excess of $5 million in any one year, an 
opinion of a recognized investment banking firm that such transaction is fair,  
from a financial standpoint, is also required. See "Description of the Notes -- 
Certain Covenants." See "Certain Transactions."                                 

 Mr. Isakow controls Oxford Investment, a private investment and corporate
development company and Mr. Schlaybaugh is the Vice Chairman of Oxford          
Investment. At the time we acquired Lobdell (January 10, 1997), Oxford          
Investment entered into a management agreement with Lobdell (the "Lobdell       
Agreement"). At the time we acquired BMG (October 25, 1995), Oxford Investment  
entered into a management agreement with BMG (the "BMG Agreement"). The Lobdell 
Agreement and the BMG Agreement were terminated on June 24, 1997. We entered    
into a new management agreement with Oxford Investment upon the termination of  
the Lobdell Agreement and the BMG Agreement. Pursuant to the terms of this      
management agreement, Oxford Investment will perform various consulting,        
management and financial advisory services on our behalf. We will pay Oxford    
Investment a monthly management fee of $83,334 and will pay an investment       
banking fee, for acquisitions of $2.5 million or more, of 1.0% or 1.25% (for    
acquisitions outside of North America) of the aggregate acquisition cost for    
advice and assistance in connection with such acquisition, with a minimum fee of
$200,000. No investment banking fee will be paid to Oxford Investment in        
connection with acquisitions for aggregate consideration of less than $2.5      
million. The initial term of the agreement will end on December 31, 2001, but   
will automatically extend for additional one-year periods thereafter unless     
either party terminates the agreement. In addition, pursuant to the management  
agreement, Oxford Investment will license to us the name "Oxford Automotive"    
which is owned by Oxford Investment.                                            

  During the fiscal years ended March 31, 1998, 1997 and 1996 we paid Oxford
Investment management fees of approximately $1.0 million, $275,000 and $71,000  
respectively and investment banking fees during the fiscal years ended March 31,
1998, 1997 and 1996 of $230,000, $300,000 and $200,000 respectively. In         
connection with the acquisition of the Suspension Division, we paid Oxford      
Investment an investment banking fee of approximately $500,000 during the first 
quarter of fiscal 1999. In connection with the acquisition of Cofimeta we paid  
Oxford Investment an investment banking fee of $1.2 million during the fourth   
quarter of fiscal 1999.                                                         

  On November 25, 1997, we acquired all of the issued and outstanding shares
of the common stock of RPIH, the parent of RPI for approximately $2.5 million.  
The shareholders of RPIH received approximately $2.5 million in the aggregate   
for all outstanding RPIH shares. In addition, the shareholders of RPIH received 
approximately $402,788 as payment of the principal and accrued interest on      
certain outstanding loans to RPIH. Certain of our officers, directors, and      
shareholders were also officers, directors, or shareholders of RPIH prior to the
transaction. Messrs. Isakow and Schlaybaugh were officers, directors and        
shareholders of RPIH. Robert H. Orley was also an officer, director and         
shareholder of RPIH and is a shareholder of the Company. Mr. Isakow, directly   
and indirectly, received $753,150, which included the payment of $117,971 for   
the principal and accrued interest on certain outstanding loans to RPIH. Mr.    
Schlaybaugh received $91,296, which included the payment of $13,120 for the     
principal and accrued interest on an outstanding loan to RPIH. Messrs. Robert H.
and Gregg L. Orley, each beneficial owners of more than 5% of the Company's     
outstanding Common Stock, each received $252,248, which included the payment of 
$50,293 to each for the principal and accrued interest on an outstanding loan to
RPIH.                                                                           

  RPIH's wholly owned subsidiary, RPI, Inc. ("RPI"), a Michigan corporation,
issued various demand notes to Lobdell in the aggregate principal amount of $1.4
million during the year ended March 31, 1998, each bearing interest at the prime
rate plus 1.0% per annum. The notes were issued in connection with our ongoing  
discussions with RPIH regarding a possible merger or other similar transaction  
in consideration for which RPIH had agreed to deal exclusively with the Company 
and its affiliates until December 31, 1997. This agreement to deal exclusively  
with the Company allowed us to negotiate a transaction with RPIH without undue  
interference from a third party.                                                

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EXECUTIVE COMPENSATION                                                  

 The following table sets forth certain information as to the compensation
earned by our Chief Executive Officer and our four other most highly paid       
officers (the "Named Executive Officers") for the last three fiscal years.      

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                             ANNUAL COMPENSATION (1)                             
                                                  -------------------------------------------------              
                                                                                       OTHER ANNUAL    ALL OTHER 
          NAME AND TITLE                  YEAR    SALARY              BONUS            COMPENSATION  COMPENSATION
          --------------                  ----    ------              -----            ------------  ------------
                                                                                                                 
Selwyn Isakow, Chairman (2)               1998  $   95,577          $  101,250             $ --          $ --    
                                          1997          --                  --               --            --    

Rex E. Schlaybaugh, Jr.,                  1998  $  138,462          $  101,250             $ --          $ --    
   Vice Chairman (3)                      1997          --                  --               --            --    

Steven M. Abelman, President and          1998  $  230,769          $  150,000             $ --          $ --    
     Chief Executive Officer (4)                                                                                 

Donald C. Campion, Senior Vice            1998  $  147,808          $   52,500             $ --          $ --    
   President-Chief Financial Officer (5)  1997          --                  --               --            --    

Larry C. Cornwall, Senior Vice            1998  $  161,846          $   68,000             $ --          $ --    
   President-Sales and Engineering (6)    1997     124,196              36,000               --            --    
                                          1996      31,504              24,200               --            --    

John H. Ferguson, Vice President-         1998  $  131,500          $   39,000             $ --          $ --    
   Financial Operations and Assistant     1997     101,250                  --               --            --    
   Secretary (7)                                                                                                 

----------------                                                                

(1) The Company was formed in October 1995 and executive officers of the
Company did not receive any compensation prior to 1997.                         

    (2) Mr. Isakow was the President of the Company from its inception until May
1997, for which he did not receive any compensation from the Company. Steven M. 
Abelman was appointed President and Chief Executive Officer in May 1997. Mr.    
Isakow received compensation during the last fiscal year in connection with his 
position as Chairman of the Board of the Company.                               

   (3) Mr. Schlaybaugh did not receive any compensation from the Company prior
to the last fiscal year.                                                        

  (4) Mr. Abelman was appointed President and Chief Executive Officer in May
1997. See "-Employment Agreements."                                             

   (5) Mr. Campion was appointed Senior Vice President-Chief Financial Officer
of Oxford Automotive in July 1997. Mr. Campion resigned from his position with  
Oxford Automotive on February 6, 1999. See "--Employment Agreements."           

(6) Mr. Cornwall joined the Company in October 1995 and only received   
compensation from the Company for a full fiscal year in 1997 and 1998.          

(7) Mr. Ferguson joined the Company in April 1996 and only received     
compensation from the Company for a full fiscal year in 1998.                   

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EMPLOYMENT AGREEMENTS                                                   

  As of May 1, 1997, Oxford Automotive and Steven M. Abelman entered into an
Employment and Noncompetition Agreement. The agreement provides that Mr. Abelman
will serve as President and Chief Executive Officer of Oxford Automotive on an  
"at-will" basis. The agreement provides that Mr. Abelman will receive an annual 
base salary, will be eligible to receive a bonus of up to 60% of his salary as  
determined by the Board of Directors of Oxford Automotive, and will be entitled 
to certain fringe benefits. Mr. Abelman has also agreed not to compete with the 
Company during the period of his employment and for two years following the     
termination of his employment. Upon the termination of his employment without   
cause, Mr. Abelman is entitled to severance payments equal to (a) his annual    
base salary, if such termination is prior to May 1, 1999 or (b) 1.5 times his   
annual base salary, if such termination is after May 1, 1999.                   

  On November 24, 1995, BMG and Larry C. Cornwall entered into an Employment
Agreement. The agreement provides that Mr. Cornwall will serve as Senior Vice   
President-Sales and Marketing of BMG on an "at-will" basis. Mr. Cornwall has    
subsequently been appointed as Senior Vice President-Sales and Engineering of   
Oxford Automotive. The agreement provides that Mr. Cornwall will receive an     
annual base salary, will be eligible to receive a bonus of up to 50% of his     
salary as determined by the Board of Directors of BMG, will be eligible to      
participate in the Company's profit sharing plan, and will be entitled to       
certain fringe benefits. Upon the termination of the agreement, Mr. Cornwall    
will be entitled to continue to receive his base salary for the longer of three 
months or the Canadian statutory requirement.                                   

    As of July 21, 1997, Oxford Automotive and Donald C. Campion entered into an
Employment and Noncompetition Agreement. The agreement provided that Mr. Campion
would serve as Senior Vice President-Chief Financial Officer of Oxford          
Automotive on an "at-will" basis. The agreement provided that Mr. Campion would 
receive an annual base salary, would be eligible to receive a bonus of up to 50%
of his salary as determined by the Board of Directors of Oxford Automotive, and 
would be entitled to certain fringe benefits. Mr. Campion also agreed not to    
compete with the Company during the period of his employment and for two years  
following the termination of his employment. Upon his resignation, Mr. Campion  
agreed to certain severance arrangements with the Company, and his shares were  
repurchased in accordance with his Employment and Noncompetition Agreement.     

See also "Certain Transactions -- Management Agreements."               

PRINCIPAL SHAREHOLDERS

    As of February 28, 1999, there were 309,750 issued and outstanding shares of
the Common Stock, without par value, of the Company (the "Common Stock"). The   
following table sets forth information as of March 1, 1999 with respect to the  
Common Stock beneficially owned by each of our directors, the Named Executive   
Officers, all of our directors and executive officers as a group, and by other  
holders known to us as having beneficial ownership of more than 5% of the Common
Stock. Selwyn Isakow and our other shareholders have entered into certain       
agreements, each of which contain substantially identical terms, the result of  
which gives Mr. Isakow voting control of 100% of the Common Stock, except under 
certain circumstances. See "-- Shareholder Agreements." Unless otherwise        
specified, the address for each person is 1250 Stephenson Highway, Troy,        
Michigan 48083.                                                                 

                                                                [Download Table]

                                                    NUMBER OF         PERCENT 
         NAME AND ADDRESS OF BENEFICIAL OWNER       SHARES            OF CLASS
         ------------------------------------       ------            --------
                                                                              
Selwyn Isakow (1) ..............................    164,224           53.02%  
2000 N. Woodward Avenue, Suite 130,                                           
Bloomfield Hills, Michigan  48304                                             

Rex E. Schlaybaugh, Jr .........................     20,900            6.75%  
2000 N. Woodward Avenue, Suite 130,                                           
Bloomfield Hills, Michigan  48304                                             

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                                                                [Download Table]

                                                      NUMBER OF        PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER                   SHARES         OF CLASS
-------------------------------------------------     --------        --------
                                                                              
Steven M. Abelman (2) ..............................    12,326         3.98%  

Manfred J. Walt ....................................     2,300            *   
175 Boor St., E., S. Tower, Suite 601                                         
Toronto, Ontario, Canada  M4W 3R8                                             

John H. Ferguson ...................................     6,180          2.0%  

Larry C. Cornwall ..................................     7,000         2.26%  

Robert H. Orley ....................................    20,600         6.65%  
2000 N. Woodward Avenue, Suite 130,                                           
Bloomfield Hills, Michigan                                            48304   

Gregg L. Orley .....................................    20,600         6.65%  
2000 N. Woodward Avenue, Suite 130,                                           
Bloomfield Hills, Michigan                                            48304   

All directors and officers as a group (8 persons) ..   212,930        68.84%  
(1)(2)                                                                        

--------------------                                                            

*Less than 1.0%                                                               

(1) Includes 140,124 shares owned by Hilsel Investment Company Limited  
Partnership, of which Tridec Management, Inc. is General Partner. Mr. Isakow is 
the President and a shareholder of Tridec Management, Inc. In addition, Mr.     
Isakow may be deemed to be the beneficial owner of all of the outstanding shares
of Common Stock as a result of certain voting power over such shares pursuant to
the shareholder agreements described below and certain purchase options that may
be exercised by Mr.                                                             
Isakow with respect to 47,900 outstanding shares of Common Stock.               

(2) Mr. Abelman's Employment and Noncompetition Agreement with Oxford   
Automotive provides Oxford Automotive or its assigns with the right to          
repurchase his shares of Common Stock if his employment is terminated for any   
reason.                                                                         

SHAREHOLDER AGREEMENTS                                                          

Each holder of Common Stock is a party to a shareholder agreement which 
provides for certain restrictions on transfer by shareholders and grants certain
other shareholders the option to purchase the shares of a shareholder upon his  
death. Each surviving shareholder has the right to exercise this option within  
30 days of the death of a shareholder. The exercising shareholders will divide  
the deceased shareholder's shares as they agree or, if they are not able to     
agree, pro rata. If the exercising shareholders are not able to agree on a      
purchase price with the estate of the deceased shareholder, then the per share  
purchase price shall be the per share value of the Company based on the greater 
of the value of the Company as a going concern or on a liquidation basis, as    
determined by an independent appraisal. The purchase price shall be paid by an  
initial cash payment of up to 20% of the purchase price with the balance paid   
pursuant to a five-year, unsecured promissory note bearing interest at the prime
rate. The agreements also provide that each shareholder will grant a proxy to   
Mr. Isakow to vote all of the shareholder's shares at any meeting of the        
Company; provided, however, that if holders of shares having a majority in      
interest of the shares of Common Stock determine that it is in the best interest
of all of the shareholders to sell all or substantially all of the assets of the
Company or to cause the Company to merge or consolidate with or into another    
corporation, Mr. Isakow shall exercise the proxies provided to him consistent   
with that decision. As a result, except as described above, Mr. Isakow has      
voting control of 100% of the Common Stock.                                     

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CERTAIN TRANSACTIONS

    As of March 31, 1997, Mr. Abelman issued a note to the Company in connection
with his acquisition of shares of the Common Stock. The principal amount of the 
note was $130,000 and the note bears interest at the prime rate plus 1.0%, which
rate is adjusted on March 31 of each year to reflect the then current prime     
rate. Principal and interest on the note is payable in equal annual installments
with interest on the unpaid principal, with the final payment due May 31, 2002. 
As of February 28, 1999 the principal amount outstanding of the note was        
$113,469.                                                                       

  As of March 31, 1997, the Company issued a subordinated demand note to Mr.
Robert H. Orley in connection with the redemption of certain shares of the      
Company's Common Stock. The principal amount of the note was $108,203 and was   
paid in full subsequent to March 31, 1997.                                      

On February 1, 1999 we entered into a Consulting Services Agreement (the
"Consulting Agreement") with Performance Learning, Inc., a Nevada corporation,  
("Performance Learning"). Dennis K. Pawley, a director of Oxford Automotive is  
the President and Chief Operating Officer and a shareholder of Performance      
Learning. Under the Consulting Agreement, Performance Learning has agreed to    
provide consulting services to us for a one year period, which commenced on     
February 15, 1999. As compensation for such consulting services we will pay     
Performance Learning a $100,000 retainer, $5,000 per day for each day a         
principal of Performance Learning performs consulting services for the Company, 
and $1,000 per day for each day a non-principal of Performance Learning performs
consulting services for the Company. The retainer is payable in two equal       
installments and the second installment will not be paid if we terminate the    
agreement after six months. We will pay additional amounts to reimburse         
Performance Learning for reasonable expenses it incurs in connection with       
performing the consulting services.                                             

See also "Management - Compensation Committee Interlocks and Insider    
Participation."                                                                 

LEGAL                                                                   

    Rex E. Schlaybaugh, Jr. is a shareholder, the Vice Chairman of the Board and
a director of the Company. Dykema Gossett PLLC, of which Mr. Schlaybaugh is a   
member, has performed legal services for the Company since its inception,       
including services performed in connection with the Series C Offering and this  
Exchange Offer. The Company expects to continue to retain the firm as general   
counsel after the Exchange Offer.                                               

DESCRIPTION OF CERTAIN
INDEBTEDNESS AND PREFERRED STOCK

SENIOR CREDIT FACILITY                                                          

    General. We entered into the Senior Credit Facility, providing for up to (a)
$110.0 million of revolving credit availability (the "Revolving Line") including
the issuance of letters of credit, (b) $30.0 million pursuant to a term loan    
(the "Term Loan"), and (c) $35.0 million of revolving credit availability for   
tooling (the "Tooling Line"). We, along with certain principal operating        
subsidiaries (the "Senior Credit Obligors") are parties to or guarantors of the 
Senior Credit Facility. The obligations under the Senior Credit Facility (the   
"Obligations") are secured by a first lien on substantially all the assets of   
the Senior Credit Obligors. The Obligations and guaranties of the Senior Credit 
Obligors (the "Senior Credit Guaranties") will rank senior to all of our other  
indebtedness, including the Notes. Availability under the Revolving Line at     
March 1, 1999 was approximately $80.3 million, reduced for the effect of a      
Letter of Credit issued for the IRB's (as defined). Availability under the      
Tooling Line at March 1, 1999 was approximately $5.0 million. Funds under the   
Senior Credit Facility are available for general corporate purposes (including  
acquisitions) and letters of credit. The Senior Credit Facility also            
accommodates the lease transaction for the manufacturing operation in Ramos     
Arizpe, Mexico.                                                                 

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   Principal Payments. Unless otherwise required pursuant to the Senior Credit
Facility, we are required to pay amounts advanced under the Revolving Line and  
the Tooling Line on July 31, 2004. We are required to pay the unpaid principal  
amount of the Term Loan in twenty-two quarterly principal payments as follows:  

                                                                [Download Table]

        QUARTERLY PAYMENT DATES            PRINCIPAL INSTALLMENT
        -----------------------            ---------------------
                                                                
July 31, 1999 to January 31, 2000          $          500,000   
April 30, 2000 to January 31, 2001         $        1,250,000   
April 30, 2001 to January 31, 2003         $        1,500,000   
April 30, 2003 to January 31, 2004         $        1,875,000   
April 30, 2004 to July 31, 2004            $        2,250,000   

  Interest Rates. Interest on outstanding borrowings under the Senior Credit
Facility is payable monthly and accrues at an annual rate equal to (a) the      
Applicable Margin (as defined in the Senior Credit Facility) plus either (i) the
higher of the Prime Rate (as defined in the Senior Credit Facility) or 0.5% over
the Federal Funds Rate or (ii) with respect to Canadian based borrowings, the   
higher of the prime rate of First Chicago/NBD Bank, Canada or 0.5% over the BA  
Rate (the one month bankers' acceptance rates, as further defined in the Senior 
Credit Facility), or (b) the London Interbank Offered Rate plus the Applicable  
Margin (a "LIBOR-based Rate") or, with respect to Canadian based borrowings, the
BA Rate. The Applicable Margin will be based upon the Company's trailing four   
quarter Ratio of Total Covenant Obligations to Total Covenant EBITDA (as defined
in the Senior Credit Facility) as follows:                                      

                                                                [Download Table]

   RATIO OF TOTAL                                  
COVENANT OBLIGATIONS TO           APPLICABLE MARGIN
 TOTAL COVENANT EBITDA               PRIME/LIBOR   
 ---------------------               -----------   
                                                   
           > 4.75                 1.00% /2.25%     
     4.01-- 4.75                  0.75% /2.00%     
     3.51-- 4.00                  0.50% /1.80%     
     3.01-- 3.50                  0.125% /1.375%   
       3.00                       0.00% /1.125%    

 Maturity and Optional Prepayments. Unless accelerated due to default, all
borrowings under the Senior Credit Facility mature on July 31, 2004, and the    
aggregate principal amount outstanding may not exceed 175.0 million at any time.
Borrowings under the Senior Credit Facility may be prepaid at any time without  
premium or penalty, except that any prepayment of a LIBOR-based Rate loan that  
is made prior to the end of the applicable interest period shall be subject to  
reimbursement of breakage costs.                                                

   Covenants. The Senior Credit Facility contains certain customary covenants,
including without limitation, reporting and other affirmative covenants;        
financial covenants including: ratios of Total Covenant Obligations to Total    
Covenant EBITDA beginning at not greater than 5.25 to 1.00 and decreasing to not
greater than 4.00 to 1.00 after December 31, 2003; net worth of not less than   
$40.2 million plus a percentage of our net income plus any proceeds from the    
issuance of capital stock; fixed charge coverage ratio beginning at not less    
than 1.00 to 1.00 and increasing to not less than 1.10 to 1.00 after December   
31, 2002; and interest coverage ratio beginning at not less than 2.00 to 1.00   
and increasing to not less than 2.75 to 1.00 after December 31, 2002 (each as   
defined in and calculated pursuant to the Senior Credit Facility); and negative 
covenants, including: restrictions on incurrence of indebtedness (other than as 
provided for in the Senior Credit Facility, purchase money debt, the Notes,     
tooling debt, and guaranties of certain other debt not to exceed $30.0 million),
payment of cash dividends and other distributions to shareholders, liens in     
favor of parties other than the lenders under the Senior Credit Facility,       
certain guaranties of obligations of or advances to others, sales of material   
assets not in the ordinary course of business, restrictions on mergers and      
acquisitions, and capital expenditures (each as defined in and calculated       
pursuant to the Senior Credit Facility). Certain covenants were amended to      
reflect our obligations in connection with the Ramos Arizpe lease transaction.  
We remained in compliance with our covenants following the acquisition of       
Cofimeta.                                                                       

  Events of Default. The Senior Credit Facility contains customary events of
default including non-payment of principal, interest or fees; violation of      
covenants; inaccuracy of representations or warranties; cross-defaults to       
certain other indebtedness and the agreement relating to the Ramos Arizpe lease,
including the indebtedness evidenced by the Notes, and bankruptcy.              

    Fees. We will pay, on a quarterly basis, a per annum fee ranging from 0.375%
to 0.50% of the Senior Credit Facility and letter of credit fees ranging from   
1.125% to 2.25%, in each case based on certain of our financial ratios.         

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OTHER INDEBTEDNESS                                                      

    The Canadian Department of Regional Industrial Expansion has provided a term
loan (the "IRDP Loan") to BMG, bearing interest at 6% with a final maturity date
of September 1, 2002. The IRDP Loan is unsecured. As of March 1, 1999, $0.3     
million was outstanding with respect to the IRDP Loan.                          

   The Export Development Corporation of Canada ("EDC") has provided a tooling
line facility to BMG (the "EDC Facility"), bearing interest at a fixed rate of  
7.36%. The EDC Facility is secured by tooling at BMG relating to specific Saturn
contracts and has a final maturity of September 30, 1999. As of January 31,     
1999, $1.9 million was outstanding with respect to the EDC Facility.            

Lobdell, through its subsidiary Creative Fabrication Corporation        
("Creative"), is financially obligated to the County of McMinn, Tennessee       
pursuant to certain revenue bonds issued on behalf of Creative. On September 27,
1995, the Industrial Development Board of the County of McMinn issued $8.5      
million of its Industrial Development Revenue Bonds ("IRBs") for the purpose of 
lending the proceeds from the sale of the IRBs to Creative. The IRBs bear       
interest at a variable rate which was 3.3% at March 31, 1999. The IRBs are      
collateralized by a letter of credit issued by NBD Bank for the benefit of the  
trustee under the indenture relating to the IRBs and by a mortgage on the       
Creative facilities located in Tennessee and are guaranteed by Lobdell. Creative
is prohibited from paying, declaring or authorizing any dividend if there is an 
event of default under the IRB documents. The IRBs mature in September 2010. As 
of March 1, 1999, $2.5 million principal amount of IRBs were outstanding.       

RPIH, through its subsidiary has been provided with a $0.6 million loan 
facility from the National Association of Credit Management-Great Lakes (the    
"RPIH Loan"), bearing interest at 6.0% with a final maturity date of April 30,  
1999. As of January 31, 1999, $0.4 million was outstanding with respect to the  
RPIH Loan.                                                                      

PREFERRED STOCK OF LOBDELL                                                      

    In connection with our acquisition of Lobdell, Lobdell issued 457,541 shares
of its Series A $3.00 Cumulative Preferred Stock ( the "Series A Preferred      
Stock") and 49,938 shares of its Series B Preferred Stock (the "Series B        
Preferred Stock" and together with the Series A Preferred Stock the "Lobdell    
Preferred Stock"), each having a stated value of $100 per share, of which only  
397,539 shares of Series A Preferred Stock are currently outstanding. All of the
Series B Preferred Stock has been cancelled, as described below. Generally,     
except as required by law, the holders of Lobdell Preferred Stock have no voting
rights. However, the holders of Series A Preferred Stock, voting as a separate  
class, are entitled to elect (i) one director of Lobdell, and (ii) if Lobdell   
fails to pay three consecutive semi-annual dividend payments to the holders of  
Series A Preferred Stock, one additional director until the payment default is  
cured. Dividends on the Series A Preferred Stock accrue annually at the rate of 
$3.00 per share and are cumulative, whether or not earned or declared. Lobdell  
may not declare or pay any dividend or other distribution, other than in Lobdell
Common Stock or other stock junior to the Lobdell Preferred Stock ("Junior      
Stock"), with respect to any Junior Stock unless all accrued, unpaid and current
dividends with respect to the Series A Preferred Stock have either been paid or 
sufficient funds have been set apart for such payment. The Series A Preferred   
Stock also has certain liquidation preferences.                                 

The Series A Preferred Stock is mandatorily redeemable by Lobdell on    
December 31, 2006 at a price per share of $100, plus accrued and unpaid         
dividends to the date of redemption. However, if we do not commence a public    
offering of our common stock pursuant to a firm commitment underwritten offering
prior to June 30, 2006, the payment for the shares of Series A Preferred Stock  
to be redeemed will be $103 per share, plus accrued and unpaid dividends to the 
date of redemption. In addition, at the option of the holders of Series A       
Preferred Stock, if we do not commence such a public offering of our common     
stock on or before December 31, 2001, Lobdell must redeem on December 31 of each
year commencing with 2002 up to 20% of the aggregate number of shares of Series 
A Preferred Stock held by any such holder immediately prior to December 31,     
2002. The Subsidiary Guaranty of Lobdell ranks senior to the Lobdell Preferred  
Stock. See "Description of the Notes -- Subsidiary Guaranties."                 

 In connection with our acquisition of Lobdell, we have agreed to exchange
our common stock for the shares of Series A Preferred Stock upon the initial    
public offering ("Initial Public Offering") of our common stock to the public   
which is exclusively for cash, subject to an effective registration statement   
and underwritten on a firm commitment basis by one or more underwriters. The    
holders of Series A Preferred Stock have the right to exchange up to 50% or some
lesser portion of their shares of Series A Preferred Stock (the "Election       
Amount") for a number of shares of our common stock equal to (i) the Election   
Amount, multiplied by (ii) the Exchange Ratio (the number equal to the          
redemption value of a share of Series A Preferred Stock, divided by the price   
per share to the public of Company common stock in the Initial Public Offering);
provided, however, that, in the aggregate, holders of Series A Preferred Stock  
may not receive more than 25% of the number of shares of common stock registered
pursuant to the Initial Public Offering.                                        

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   Pursuant to the acquisition of Lobdell, we obtained various indemnities for
certain purchase price adjustments arising out of a closing balance sheet and   
for claims relating to representations and warranties made by the former common 
shareholders of Lobdell in connection with the acquisition. At the closing of   
such acquisition, 100,000 shares of Series A Preferred Stock were placed with an
escrow agent to fund indemnification claims of the Company. The Company and the 
preferred shareholders of Lobdell have settled certain purchase price           
adjustments relating to the difference between the shareholder's equity         
reflected on the closing balance sheet and the amount that had previously been  
projected by Lobdell, which has resulted in the cancellation of 60,002 shares of
the escrowed Series A Preferred Stock and 49,938 shares of Series B Preferred   
Stock, which represented all of the outstanding Series B Preferred Stock. The   
remaining 39,998 shares of escrowed Series A Preferred Stock were released to   
the preferred shareholders of Lobdell.                                          

DESCRIPTION OF THE NOTES

GENERAL                                                                         

    The Series C Notes were issued under an Indenture (the "Indenture") dated as
of December 1, 1998, among the Company, the Subsidiary Guarantors and U.S. Bank 
Trust National Association, as Trustee (the "Trustee"). The terms of the        
Indenture apply to the Series C Notes and to the Series D Notes to be issued in 
exchange for the Series A Notes, Series B Notes, and Series C Notes pursuant to 
the Exchange Offer. The Series C Notes and the Series D Notes are collectively  
referred to in this section as the "Notes."                                     

  The Indenture is substantially identical to the Indenture dated as of June
15, 1997 under which the Series A Notes and Series B Notes were issued. The     
Series A Notes and Series B Notes are substantially identical to, and rank pari 
passu in right of payment with the Series C Notes and Series D Notes. Generally,
the only difference between the Series A Notes and Series B Notes, on the one   
hand, and the Series C Notes and Series D Notes, on the other, is the priority  
of Series A Notes and Series B Notes, if any remain outstanding after this      
Exchange Offer, with respect to the payment of any Excess Proceeds (as described
below under "Certain Covenants-Limitation on Sales of Assets and Subsidiary     
Stock). However, if holders of Series A Notes and Series B Notes exchange all of
their notes for Series D Notes, all holders of Series D Notes will participate  
pro rata in any Excess Proceeds Offer. The Series A Notes and Series B Notes are
collectively referred to in this section as the "Existing Senior Subordinated   
Notes."                                                                         

 The following is a summary of certain provisions of the Indenture and the
Notes, a copy of which Indenture and the form of Notes is available upon request
to the Company. Due to the complexity of various negotiated provisions of the   
Indenture and various cross-references contained in the Indenture, the          
discussion below follows closely the general format of the Indenture. However,  
the following summary of certain provisions of the Indenture is not complete. We
urge you to read all the provisions of the Indenture, including the definitions 
of certain terms included in the Indenture, because the Indenture defines your  
rights as holders of the Notes. Capitalized terms used herein and not otherwise 
defined have the meanings set forth in the section "-- Certain Definitions." As 
used in this section, the term "Company" refers to Oxford Automotive, Inc.      

 Principal of, premium, if any, and interest on the Notes will be payable,
and the Notes may be exchanged or transferred, at the office or agency of the   
Company, which, unless otherwise provided by the Company, will be the offices of
the Trustee. At the option of the Company, payment of interest may be made by   
check mailed to the addresses of the Holders as such addresses appear in the    
Note register.                                                                  

The Notes are issued only in fully registered form, without coupons, in 
denominations of $1,000 and any integral multiple of $1,000. No service charge  
will be made for any registration of transfer or exchange of Notes, but the     
Company may require payment of a sum sufficient to cover any transfer tax or    
other similar governmental charge payable in connection therewith.              

BRIEF DESCRIPTION OF THE NOTES AND GUARANTIES                                   

The Notes                                                                       

The Notes:                                                              

o  are unsecured senior subordinated obligations of the Company;        

 o  are subordinated in right of payment to all Senior Indebtedness of the
Company or the relevant Subsidiary Guarantor; and                 

o  are irrevocably and unconditionally guaranteed by the Subsidiary     
Guarantors.                                                       

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The Guaranties                                                                  

The Notes are guaranteed by the following subsidiaries of the Company:  

  Lobdell Emery Corporation            Howell Industries, Inc.
BMG North America Limited            RPI Holdings, Inc.   
BMG Holdings, Inc.                   RPI, Inc.            
          Winchester Fabrication Corporation   Prudenville Manufacturing, Inc.
  Creative Fabrication Corporation     Oxford Suspension, Inc.
  Parallel Group International, Inc.   Oxford Suspension, Ltd.
Laserweld International, L.L.C.      OASP, Inc.           
Concept Management Corporation       OASP II, Inc.        
Lewis Emery Capital Corporation                           

The Guaranties of the Notes:                                            

o    are general obligations of each Subsidiary Guarantor; and          

    o    are subordinated in right of payment to all Senior Indebtedness of each
Subsidiary Guarantor.                                         

    As of December 31, 1998, the Company and the Subsidiary Guarantors had total
Senior Indebtedness of approximately $30 million (excluding unused commitments  
under the Senior Credit Facility). As indicated above and as discussed in detail
below under "Subordination," payments on the Notes and under the Subsidiary     
Guaranties will be subordinated to the payment of Senior Indebtedness. The      
Indenture will permit the Company and the Subsidiary Guarantors to incur        
additional Senior Indebtedness.                                                 

    As of the date of the Indenture, all of the Company's operating subsidiaries
are "Restricted Subsidiaries." Unrestricted Subsidiaries will not be subject to 
many of the restrictive covenants in the Indenture. Unrestricted Subsidiaries   
will not guarantee the Notes.                                                   

    Not all of the Company's "Restricted Subsidiaries" will guarantee the Notes.
The Subsidiary Guarantors generated 98.3% of the Company's consolidated revenues
in the nine-month period ended December 31, 1998 and held 97.9% of the Company's
consolidated assets as of December 31, 1998. See Note 18 to the Company's       
Consolidated Financial Statements included at the back of this Prospectus for   
more detail about the division of the Company's consolidated revenues and assets
between guarantor and non-guarantor subsidiaries.                               

TERMS OF THE NOTES                                                      

The Notes are unsecured senior subordinated obligations of the Company, 
limited to $250.0 million aggregate principal amount. Of this amount, $40.0     
million were issued in the Series C Offering, $160.0 million are reserved for   
issuance only in exchange for the Series A Notes and Series B Notes and $50.0   
million are available for issuance in the future, only in accordance with       
paragraph (a) of the covenant described under "Certain Covenants - Limitation on
Indebtedness." The Notes will mature on June 15, 2007. The Notes bear interest  
at the rate per annum shown on the cover page hereof from December 8, 1998, or  
from the most recent date to which interest has been paid or provided for,      
payable semi-annually to Holders of record at the close of business on the June 
1 or December 1 immediately preceding the interest payment date on June 15 and  
December 15 of each year. The Company will pay interest on overdue principal at 
1% per annum in excess of such rate, and it will pay interest on overdue        
installments of interest at such higher rate to the extent lawful.              

 The interest rate on the Series C Notes is subject to increase in certain
circumstances if the Exchange Offer Registration Statement is not declared      
effective on a timely basis or if certain other conditions are not satisfied, as
further described under "Summary-The Series D Notes." The interest rates on the 
Series A Notes and the Series B Notes are not subject to such increases.        

OPTIONAL REDEMPTION                                                     

    Except as set forth in the following paragraph, the Notes are not redeemable
at the option of the Company prior to June 15, 2002. Thereafter, the Notes are  
redeemable, at the Company's option, in whole or in part, at any time or from   
time to time, upon not less than 30 nor more than 60 days' prior notice mailed  
by first-class mail to each Holder's registered address, at the following       
redemption                                                                      

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prices (expressed in percentages of principal amount), plus accrued and unpaid  
interest to the redemption date (subject to the right of Holders of record on   
the relevant record date to receive interest due on the relevant interest       
payment date), if redeemed during the 12-month period commencing on June 15 of  
the years set forth below:                                                      

                                                                [Download Table]

                                          REDEMPTION
        PERIOD                              PRICE   
---------------------------------         ----------
                                                    
2002 ...........................           105.063% 
2003 ...........................           103.375  
2004 ...........................           101.688  
2005 and thereafter ............           100.000  

  In addition, at any time and from time to time prior to June 15, 2000, the
Company may redeem in the aggregate up to 35% of the original principal amount  
of the Notes with the proceeds of one or more Public Equity Offerings following 
which there is a Public Market, at a redemption price (expressed as a percentage
of principal amount) of 110.125% plus accrued and unpaid interest, if any, to   
the redemption date (subject to the right of Holders of record on the relevant  
record date to receive interest due on the relevant interest payment date);     
provided, however, that at least 65% of the original aggregate principal amount 
of the Notes must remain outstanding after each such redemption.                

SELECTION                                                                       

    In the case of any partial redemption, selection of the Notes for redemption
will be made by the Trustee on a pro rata basis, by lot or by such other method 
as the Trustee in its sole discretion shall deem to be fair and appropriate,    
although no Note of $1,000 in original principal amount or less will be redeemed
in part. If any Note is to be redeemed in part only, the notice of redemption   
relating to such Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion     
thereof will be issued in the name of the Holder thereof upon cancellation of   
the original Note.                                                              

SUBSIDIARY GUARANTIES                                                           

 Each of the Company's Restricted Subsidiaries (other than certain foreign
subsidiaries) that, as of the Issue Date, were obligors or guarantors with      
respect to the Senior Credit Facility irrevocably and unconditionally Guarantee,
as primary obligors and not merely as sureties, on an unsecured senior          
subordinated basis the performance and punctual payment when due, whether at    
Stated Maturity, by acceleration or otherwise, of all obligations of the Company
under the Indenture and the Notes, whether for payment of principal of or       
interest on the Notes, expenses, indemnification or otherwise (all such         
obligations guaranteed by the Subsidiary Guarantors being herein called the     
"Guaranteed Obligations"). The Subsidiary Guarantors agree to pay, in addition  
to the amount stated above, any and all expenses (including reasonable counsel  
fees and expenses) incurred by the Trustee or the Holders in enforcing any      
rights under the Subsidiary Guaranties. Each Subsidiary Guaranty will be limited
in amount to an amount not to exceed the maximum amount that can be Guaranteed  
by the applicable Subsidiary Guarantor without rendering such Subsidiary        
Guaranty voidable under applicable law relating to fraudulent conveyance or     
fraudulent transfer or similar laws affecting the rights of creditors generally.
After the Issue Date, the Company will cause each Restricted Subsidiary that    
becomes an obligor or guarantor with respect to any of the obligations under one
or more of the Bank Credit Agreements to execute and deliver to the Trustee a   
supplemental indenture pursuant to which such Restricted Subsidiary will        
Guarantee payment of the Notes. See "Certain Covenants -- Future Subsidiary     
Guarantors" below.                                                              

Each Subsidiary Guaranty is a continuing guarantee and shall:           

(a) remain in full force and effect until payment in full of all the    
Guaranteed Obligations,                                         

(b) be binding upon each Subsidiary Guarantor, and                      

  (c) inure to the benefit of and be enforceable by the Trustee, the Holders
and their successors, transferees and assigns.                  

A Subsidiary Guaranty will be released upon the sale of all the capital 
stock, or all or substantially all of the assets, of the applicable Subsidiary  
Guarantor if such sale is made in compliance with the Indenture.                

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SUBORDINATION                                                                   

The indebtedness evidenced by the Notes and the Subsidiary Guaranties   
represents senior subordinated obligations of the Company and the Subsidiary    
Guarantors, as the case may be. The payment of the principal of, premium, if    
any, and interest on the Notes, the payment of any Subsidiary Guaranty and all  
other Obligations under or in connection with the Notes, the Subsidiary         
Guaranties, the Indenture and/or any related agreements, documents or           
instruments are subordinate in right of payment, as set forth in the Indenture, 
to the prior payment in full of all Senior Indebtedness of the Company or the   
relevant Subsidiary Guarantor, as the case may be, whether outstanding on the   
Issue Date or thereafter incurred, including all Obligations of the Company and 
such Subsidiary Guarantor under the Senior Credit Facility. The Notes and the   
Subsidiary Guaranties are also effectively subordinated to any Secured          
Indebtedness of the Company and the Subsidiary Guarantors to the extent of the  
value of the assets securing such Indebtedness and to any liabilities of        
Subsidiaries other than the Subsidiary Guarantors.                              

As of December 31, 1998:                                                

    o   The Company had $30.0 million outstanding Senior Indebtedness (excluding
unused commitments under the Senior Credit Facility), and       

   o   Senior Indebtedness of the Subsidiary Guarantors was approximately $3.0
million.                                                        

Although the Indenture contains limitations on the amount of additional 
Indebtedness that the Company and its Restricted Subsidiaries may incur, under  
certain circumstances the amount of such Indebtedness could be substantial and, 
in any case, such Indebtedness may be Senior Indebtedness. See "Certain         
Covenants -- Limitation on Indebtedness."                                       

 Only Indebtedness of the Company or a Subsidiary Guarantor that is Senior
Indebtedness will rank senior to the Notes and the relevant Subsidiary Guaranty 
in accordance with the provisions of the Indenture. The Notes and each          
Subsidiary Guaranty will in all respects rank pari passu with all other senior  
subordinated Indebtedness of the Company and the relevant Subsidiary Guarantor, 
respectively. The Company and each Subsidiary Guarantor has agreed in the       
Indenture that it will not Incur, directly or indirectly, any Indebtedness that 
is subordinate or junior in ranking in right of payment to its Senior           
Indebtedness unless such Indebtedness is pari passu with or is expressly        
subordinated in right of payment to the Notes. Unsecured Indebtedness is not    
deemed to be subordinated or junior merely because it is unsecured.             

  The Company may not pay, directly or indirectly, principal of, premium (if
any) or interest on, the Notes or any other Obligations under or in connection  
with the Notes, the Indenture and/or any related agreements, documents or       
instruments or make any deposit pursuant to the provisions described under "--  
Defeasance" below and may not repurchase, redeem or otherwise retire any Notes  
(collectively, "pay the Subordinated Debt") if:                                 

(1) any Senior Indebtedness is not paid when due or                     

(2) any other default on any such Senior Indebtedness occurs and the    
      maturity of such Senior Indebtedness is accelerated in accordance with
its terms                                                       

unless, in either case, the default has been cured or waived and any such       
acceleration has been rescinded or such Senior Indebtedness has been paid in    
full in cash. However, the Company may pay the Subordinated Debt without regard 
to the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of the Senior Indebtedness with respect to 
which either of the events set forth in clause (1) or (2) of the immediately    
preceding sentence has occurred and is continuing.                              

During the continuance of any default (other than a default described in
clauses (1) and (2) of the second preceding sentence) with respect to any Senior
Indebtedness pursuant to which the maturity thereof may be accelerated          
immediately without further notice (except such notice as may be required to    
effect such acceleration) or the expiration of any applicable grace periods, the
Company may not pay the Subordinated Debt for a period (a "Payment Blockage     
Period") commencing upon the receipt by the Trustee (with a copy to the Company)
of written notice (a "Blockage Notice") of such default from the Representative 
of the holders of such Designated Senior Indebtedness specifying an election to 
effect a Payment Blockage Period and ending 180 days thereafter (or earlier if  
such Payment Blockage Period is terminated:                                     

(1) by written notice to the Trustee and the Company from the Person or 
Persons who gave such Blockage Notice,                          

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   (2) because the default giving rise to such Blockage Notice has been waived
in writing or                                                   

  (3) because such Designated Senior Indebtedness has been repaid in full in
cash).                                                          

Notwithstanding the provisions described in the immediately preceding sentence, 
unless the holders of such Designated Senior Indebtedness or the Representative 
of such holders has accelerated the maturity of such Designated Senior          
Indebtedness, the Company may resume payments on the Notes after the end of such
Payment Blockage Period. The Notes shall not be subject to more than one Payment
Blockage Period in any consecutive 360-day period, irrespective of the number of
such nonpayment defaults with respect to Designated Senior Indebtedness during  
such period.                                                                    

    Upon any payment or distribution of the assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon a total or
partial liquidation or dissolution or reorganization of or similar proceeding   
relating to the Company or its property or in a bankruptcy, reorganization,     
insolvency, receivership or similar proceeding, the holders of Senior           
Indebtedness will be entitled to receive payment in full in cash of such Senior 
Indebtedness before the Noteholders are entitled to receive any payment, and,   
until the Senior Indebtedness is paid in full in cash, any payment or           
distribution to which Noteholders would be entitled but for the subordination   
provisions of the Indenture will be made to holders of such Senior Indebtedness 
as their interests may appear. If a payment or distribution is made to          
Noteholders that, due to the subordination provisions, should not have been made
to them, such Noteholders are required to hold it in trust for the holders of   
Senior Indebtedness and pay it over to them as their interests may appear.      

   The obligations of a Subsidiary Guarantor under its Subsidiary Guaranty are
senior subordinated obligations. As such, the rights of Noteholders to receive  
payment by a Subsidiary Guarantor pursuant to its Subsidiary Guaranty will be   
subordinated in right of payment to the rights of holders of Senior Indebtedness
of such Subsidiary Guarantor. The terms of the subordination provisions         
described above with respect to the Company's obligations under the Notes apply 
equally to a Subsidiary Guarantor and the obligations of such Subsidiary        
Guarantor under its Subsidiary Guaranty.                                        

    By reason of the subordination provisions contained in the Indenture, in the
event of insolvency, creditors of the Company or a Subsidiary Guarantor who are 
holders of Senior Indebtedness of the Company or a Subsidiary Guarantor, as the 
case may be, may recover more, ratably, than the Noteholders, and creditors of  
the Company who are not holders of Senior Indebtedness may recover less,        
ratably, than holders of Senior Indebtedness and may recover more, ratably, than
the Noteholders.                                                                

   The terms of the subordination provisions described above will not apply to
payments from money or the proceeds of U.S. Government Obligations held in trust
by the Trustee for the payment of principal of and interest on the Notes        
pursuant to and in accordance with the provisions described under "--           
Defeasance."                                                                    

CHANGE OF CONTROL                                                               

    Upon the occurrence of a Change of Control, each Holder shall have the right
to require that the Company repurchase all or a portion of such holder's Notes  
at a purchase price in cash equal to 101% of the principal amount thereof plus  
accrued and unpaid interest, if any, to the date of repurchase (subject to the  
right of Holders of record on the relevant record date to receive interest due  
on the relevant interest payment date), in accordance with the provisions of the
next paragraph.                                                                 

Within 30 days following any Change of Control, the Company shall mail a
notice to each Holder with a copy to the Trustee stating:                       

    (1) that a Change of Control has occurred and that such Holder has the right
    to require the Company to purchase such Holder's Notes at a purchase
      price in cash equal to 101% of the principal amount outstanding at the
        repurchase date plus accrued and unpaid interest, if any, to the date of
     repurchase (subject to the right of Holders of record on the relevant
       record date to receive interest on the relevant interest payment date);

   (2) the circumstances and relevant facts and relevant financial information
regarding such Change of Control;                               

 (3) the repurchase date (which shall be no earlier than 30 days nor later
than 60 days from the date such notice is mailed); and          

    (4) the instructions determined by the Company, consistent with the covenant
   described hereunder, that a Holder must follow in order to have its
Notes repurchased.                                              

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    The Company shall comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations  
in connection with the repurchase of Notes pursuant to the covenant described   
hereunder. To the extent that the provisions of any securities laws or          
regulations conflict with the provisions of the covenant described hereunder,   
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the covenant         
described hereunder by virtue thereof.                                          

  The occurrence of certain of the events which would constitute a Change of
Control would constitute a default under the Senior Credit Facility. Future     
Senior Indebtedness of the Company may contain prohibitions of certain events   
which would constitute a Change of Control or require such Senior Indebtedness  
to be repurchased upon a Change of Control. Moreover, the exercise by the       
Holders of their right to require the Company to repurchase the Notes could     
cause a default under such Senior Indebtedness, even if the Change of Control   
itself does not, due to the financial effect of such repurchase on the Company. 
Finally, the Company's ability to pay cash to the Holders upon a repurchase may 
be limited by the Company's then existing financial resources. There can be no  
assurance that sufficient funds will be available when necessary to make any    
repurchases required in connection with a Change of Control. The Company's      
failure to purchase the Notes in connection with a Change in Control would      
result in a default under the Indenture which would, in turn, constitute a      
default under the Senior Credit Facility. In such circumstances, the            
subordination provisions in the Indenture would likely restrict payment to the  
Holders of the Notes.                                                           

BOOK-ENTRY, DELIVERY AND FORM                                                   

   Except as set forth in the next paragraph, the Notes sold will be issued in
the form of a Global Note. The Global Note will be deposited with, or on behalf 
of, the Depository and registered in the name of the Depository or its nominee. 
Except as set forth below, the Global Note may be transferred, in whole and not 
in part, only to the Depository or another nominee of the Depository. Investors 
may hold their beneficial interests in the Global Note directly through the     
Depository if they have an account with the Depository or indirectly through    
organizations which have accounts with the Depository.                          

   Notes that are issued as described below under "-- Certificated Notes" will
be issued in definitive form. Upon the transfer of a Note in definitive form,   
such Note will, unless the Global Note has previously been exchanged for Notes  
in definitive form, be exchanged for an interest in the Global Note representing
the principal amount of Notes being, transferred.                               

The Depository has advised the Company as follows: The Depository is a  
limited-purpose trust company and organized under the laws of the State of New  
York, a member of the Federal Reserve System, a "clearing corporation" within   
the meaning of the New York Uniform Commercial Code, and "a clearing agency"    
registered pursuant to the provisions of Section 17A of the Securities Exchange 
Act of 1934 (the "Exchange Act"). The Depository was created to hold securities 
of institutions that have accounts with the Depository ("participants") and to  
facilitate the clearance and settlement of securities transactions among its    
participants in such securities through electronic book-entry changes in        
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The Depository's participants include securities    
brokers and dealers (which may include the Initial Purchasers), banks, trust    
companies, clearing corporations and certain other organizations. Access to the 
Depository's book-entry system is also available to others such as banks,       
brokers, dealers and trust companies that clear through or maintain a custodial 
relationship with a participant, whether directly or indirectly.                

Upon the issuance of the Global Note, the Depository will credit, on its
book-entry registration and transfer system, the principal amount of the Notes  
represented by such Global Note to the accounts of participants. The accounts to
be credited shall be designated by the Initial Purchasers of such Notes.        
Ownership of beneficial interests in the Global Note will be limited to         
participants or persons that may hold interests through participants. Ownership 
of beneficial interests in the Global Note will be shown on, and the transfer of
those ownership interests will be effected only through, records maintained by  
the Depository (with respect to participants' interest) and such participants   
(with respect to the owners of beneficial interests in the Global Note other    
than participants). The laws of some jurisdictions may require that certain     
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and laws may impair the ability to transfer or pledge         
beneficial interests in the Global Note.                                        

So long as the Depository, or its nominee, is the registered holder and 
owner of the Global Note, the Depository or such nominee, as the case may be,   
will be considered the sole legal owner and holder of the related Notes for all 
purposes of such Notes and the Indenture. Except as set forth below, owners of  
beneficial interests in the Global Note will not be entitled to have the Notes  
represented by the Global Note registered in their names, will not receive or be
entitled to receive physical delivery of certificated Notes in definitive form  
and will not be considered to be the owners or holders of any Notes under the   
Global Note. The Company                                                        

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understands that under existing industry practice, in the event an owner of a   
beneficial interest in the Global Note desires to take any action that the      
Depository, as the holder of the Global Note, is entitled to take, the          
Depository would authorize the participants to take such action, and that the   
participants would authorize beneficial owners owning through such participants 
to take such action or would otherwise act upon the instructions of beneficial  
owners owning through them.                                                     

    Payment of principal of and interest on Notes represented by the Global Note
registered in the name of and held by the Depository or its nominee will be made
to the Depository or its nominee, as the case may be, as the registered owner   
and holder of the Global Note.                                                  

   The Company expects that the Depository or its nominee, upon receipt of any
payment of principal of or interest on the Global Note, will credit             
participants' accounts with payments in amounts proportionate to their          
respective beneficial interests in the principal amount of the Global Note as   
shown on the records of the Depository or its nominee. The Company also expects 
that payments by participants to owners of beneficial interests in the Global   
Note held through such participants will be governed by standing instructions   
and customary practices and will be the responsibility of such participants. The
Company will not have any responsibility or liability for any aspect of the     
records relating to, or payments made on account of, beneficial ownership       
interests in the Global Note for any Note or for maintaining, supervising or    
reviewing any records relating to such beneficial ownership interests or for any
other aspect of the relationship between the Depository and its participants or 
the relationship between such participants and the owners of beneficial         
interests in the Global Note owning through such participants.                  

   Unless and until it is exchanged in whole or in part for certificated Notes
in definitive form, the Global Note may not be transferred except as a whole by 
the Depository to a nominee of such Depository or by a nominee of such          
Depository to such Depository or another nominee of such Depository.            

  Although the Depository has agreed to the foregoing procedures in order to
facilitate transfers of interests in the Global Note among participants of the  
Depository, it is under no obligation to perform or continue to perform such    
procedures, and such procedures may be discontinued at any time. Neither the    
Trustee nor the Company will have any responsibility for the performance by the 
Depository or its participants or indirect participants of their respective     
obligations under the rules and procedures governing their operations.          

CERTIFICATED NOTES                                                              

  The Notes represented by the Global Note are exchangeable for certificated
Notes in definitive form of like tenor as such Notes in denominations of        
U.S.$1,000 and integral multiples thereof if:                                   

 (1) the Depository notifies the Company that it is unwilling or unable to
continue as Depository for the Global Note or if at any time the
       Depository ceases to be a clearing agency registered under the Exchange
Act,                                                            

   (2) the Company in its discretion at any time determines not to have all of
the Notes represented by the Global Note or                     

   (3) a default entitling the holders of the Notes to accelerate the maturity
thereof has occurred and is continuing.                         

Any Note that is exchangeable pursuant to the preceding sentence is exchangeable
for certificated Notes issuable in authorized denominations and registered in   
such names as the Depository shall direct. Subject to the foregoing, the Global 
Note is not exchangeable, except for a Global Note of the same aggregate        
denomination to be registered in the name of the Depository or its nominee.     

CERTAIN COVENANTS                                                               

The Indenture contains covenants including, among others, the following:

   Limitation on Indebtedness. (a) The Company shall not, and shall not permit
any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness   
unless, immediately after giving effect to such Incurrence, the Consolidated    
Coverage Ratio exceeds 2.00 to 1 if such Indebtedness is Incurred prior to June 
15, 1999 or 2.25 to 1 if such Indebtedness is Incurred thereafter.              

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(b) Notwithstanding the foregoing paragraph (a), the Company and its    
Restricted Subsidiaries may Incur any or all of the following Indebtedness:     

   (1) Indebtedness and other Obligations Incurred pursuant to the Bank Credit
    Agreements; provided, however, that, after giving effect to any such
   Incurrence, the aggregate principal amount of such Indebtedness and
     other Obligations then outstanding does not exceed the greater of (i)
     $110 million and (ii) the sum of (x) 60% of the net book value of the
       inventory of the Company and its Restricted Subsidiaries and (y) 90% of
    the net book value of the accounts receivable of the Company and its
        Restricted Subsidiaries, in each case determined in accordance with GAAP
and (z) $70 million;                                            

(2) Indebtedness represented by the Notes issued on the Issue Date, the 
Exchange Notes and the Existing Senior Subordinated Notes;      

   (3) Indebtedness outstanding on the Existing Senior Subordinated Note Issue
Date (other than Indebtedness described in clause (1) of this   
       paragraph), including, without limitation, the Existing Preferred Stock
and Indebtedness that was Incurred after the Existing Senior    
  Subordinated Issue Date in compliance with the Existing Indenture;

(4) Indebtedness of the Company owed to and held by any Wholly Owned    
      Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held
        by the Company or a Wholly Owned Subsidiary; provided, however, that any
     subsequent issuance or transfer of any Capital Stock which results in
        any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary
  or any subsequent transfer of such Indebtedness (other than to the
       Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to
     constitute the Incurrence of such Indebtedness by the issuer thereof;

    (5) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to
     paragraph (a) or pursuant to clause (1), (2), (3) or this clause (5);

(6) Indebtedness in respect of performance bonds, bankers' acceptances, 
        letters of credit and surety or appeal bonds entered into by the Company
and the Restricted Subsidiaries in the ordinary course of their 
business;                                                       

   (7) Hedging Obligations consisting of Interest Rate Agreements and Currency
      Agreements entered into in the ordinary course of business and not for
   the purpose of speculation; provided, however, that, in the case of
Currency Agreements and Interest Rate Agreements, such Currency 
        Agreements and Interest Rate Agreements do not increase the Indebtedness
of the Company outstanding at any time other than as a result of
       fluctuations in foreign currency exchange rates or interest rates or by
reason of fees, indemnities and compensation payable thereunder;

 (8) Purchase Money Indebtedness and Capital Lease Obligations Incurred to
     finance the acquisition or improvement by the Company or a Restricted
        Subsidiary of any assets in the ordinary course of business and which do
not exceed $15 million in the aggregate at any time outstanding;

(9) Indebtedness and other Obligations represented by the Subsidiary    
       Guaranties and Guarantees of Indebtedness Incurred pursuant to the Bank
Credit Agreements;                                              

(10) Indebtedness arising from the honoring by a bank or other financial  
 institution of a check, draft or similar instrument inadvertently
      (except in the case of daylight overdrafts) drawn against insufficient
funds in the ordinary course of business, provided that such    
     Indebtedness is extinguished within five business days of Incurrence;

   (11) Indebtedness of the Company and its Restricted Subsidiaries arising from
      agreements providing for indemnification, adjustment of purchase price
   or similar obligations, in any case Incurred in connection with the
     disposition of any assets of the Company or any Restricted Subsidiary
       (other than Guarantees of Indebtedness Incurred by any Person acquiring
   all or any portion of such assets for the purpose of financing such
    acquisition), in a principal amount not to exceed the gross proceeds
actually received by the Company or any Restricted Subsidiary in
connection with such disposition;                               

(12) Tooling Indebtedness; and                                            

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 (13) Indebtedness in an aggregate principal amount which, together with all
 other Indebtedness of the Company and its Restricted Subsidiaries
   outstanding on the date of such Incurrence (other than Indebtedness
       permitted by clauses (1) through (12) above or paragraph (a)), does not
exceed $20 million.                                             

(c) Notwithstanding the foregoing, the Company shall not, and shall not 
permit any Restricted Subsidiary to, Incur any Indebtedness pursuant to the     
foregoing paragraph (b) if the proceeds thereof are used, directly or           
indirectly, to Refinance:                                                       

(i) any Subordinated Obligations unless such Indebtedness shall be      
     subordinated to the Notes, the Existing Senior Subordinated Notes and
        the Subsidiary Guaranties, as applicable, to at least the same extent as
such Subordinated Obligations or                                

 (ii) any Senior Subordinated Indebtedness unless such Indebtedness shall be
       Senior Subordinated Indebtedness or shall be subordinated to the Notes,
        the Existing Senior Subordinated Notes and the Subsidiary Guaranties, as
applicable.                                                     

(d) For purposes of determining compliance with the foregoing covenant, 

(i) in the event that an item of Indebtedness meets the criteria of more
      than one of the types of Indebtedness described above, the Company, in
        its sole discretion, will classify such item of Indebtedness and only be
      required to include the amount and type of such Indebtedness in one of
the above clauses and                                           

 (ii) an item of Indebtedness may be divided and classified in more than one
of the types of Indebtedness described above.                   

    (e) Notwithstanding paragraphs (a) and (b) above, the Company shall not, and
shall not permit any Subsidiary Guarantor to, Incur:                            

(i) any Indebtedness if such Indebtedness is subordinate or junior in   
        ranking in any respect to any Senior Indebtedness of the Company or such
       Subsidiary Guarantor, as applicable, unless such Indebtedness is Senior
  Subordinated Indebtedness or is expressly subordinated in right of
payment to Senior Subordinated Indebtedness or                  

  (ii) any Secured Indebtedness that is not Senior Indebtedness of the Company
     or such Subsidiary Guarantor, as applicable, unless contemporaneously
therewith effective provision is made to secure the Notes or the
 Subsidiary Guaranty, as applicable, equally and ratably with such
        Secured Indebtedness for so long as such Secured Indebtedness is secured
by a Lien.                                                      

   Limitation on Restricted Payments. (a) The Company shall not, and shall not
permit any Restricted Subsidiary, directly or indirectly, to make a Restricted  
Payment if at the time the Company or such Restricted Subsidiary makes such     
Restricted Payment:                                                             

(1) a Default shall have occurred and be continuing (or would result    
therefrom);                                                     

(2) the Company is not able to Incur an additional $1.00 of Indebtedness
        pursuant to paragraph (a) of the covenant described under "-- Limitation
on Indebtedness"; or                                            

   (3) the aggregate amount of such Restricted Payment together with all other
      Restricted Payments (the amount of any payments made in property other
    than cash to be valued at the fair market value of such property, as
    determined in good faith by the Board of Directors) declared or made
       since the Existing Senior Subordinated Note Issue Date would exceed the
sum of:                                                         

    (A) 50% of the Consolidated Net Income accrued during the period (treated as
one accounting period) from the beginning of the fiscal quarter 
        immediately following the fiscal quarter during which the Series A Notes
   were originally issued to the end of the most recent fiscal quarter
prior to the date of such Restricted Payment for which financial
  statements are available (or, in case such Consolidated Net Income
        accrued during such period (treated as one accounting period) shall be a
deficit, minus 100% of such deficit);                           

(B) the aggregate Net Cash Proceeds received by the Company from the    
     issuance or sale of its Capital Stock (other than Disqualified Stock)
     subsequent to the Existing Senior Subordinated Note Issue Date (other
than an issuance or sale to a Subsidiary of the Company);       

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(C) the amount by which Indebtedness of the Company or its Restricted   
Subsidiaries is reduced on the Company's balance sheet upon the 
  conversion or exchange (other than by a Subsidiary of the Company)
      subsequent to the Existing Senior Subordinated Note Issue Date, of any
      Indebtedness of the Company or its Restricted Subsidiaries convertible
        or exchangeable for Capital Stock (other than Disqualified Stock) of the
    Company (less the amount of any cash, or the fair value of any other
      property, distributed by the Company or any Restricted Subsidiary upon
such conversion or exchange);                                   

 (D) an amount equal to the sum of (i) the net reduction in Investments in
       Unrestricted Subsidiaries resulting from dividends, repayments of loans
   or advances or other transfers of assets subsequent to the Existing
       Senior Subordinated Note Issue Date, in each case to the Company or any
  Restricted Subsidiary from Unrestricted Subsidiaries, and (ii) the
portion (proportionate to the Company's equity interest in such 
Subsidiary) of the fair market value of the net assets of an    
   Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
designated a Restricted Subsidiary; provided, however, that the 
foregoing sum shall not exceed, in the case of any Unrestricted 
       Subsidiary, the amount of Investments previously made (and treated as a
       Restricted Payment) by the Company or any Restricted Subsidiary in such
Unrestricted Subsidiary; and                                    

(E) $5 million.                                                         

(b) The provisions of the foregoing paragraph (a) shall not prohibit:         

   (i) any purchase or redemption of Capital Stock or Subordinated Obligations
        of the Company or any Restricted Subsidiary made in exchange for, or out
      of the proceeds of the substantially concurrent sale of, Capital Stock
    of the Company (other than Disqualified Stock and other than Capital
        Stock issued or sold to a Subsidiary of the Company); provided, however,
that (A) such purchase or redemption shall be excluded from the 
     calculation of the amount of Restricted Payments and (B) the Net Cash
 Proceeds from such sale shall be excluded from the calculation of
amounts under clause (3)(B) of paragraph (a) above;             

(ii) any purchase or redemption of (A) Subordinated Obligations of the    
Company made in exchange for, or out of the proceeds of the     
      substantially concurrent sale of, Indebtedness of the Company which is
  permitted to be Incurred pursuant to paragraphs (b) and (c) of the
covenant described under "-Limitation on Indebtedness" or (B)   
    Subordinated Obligations of a Restricted Subsidiary made in exchange
    for, or out of the proceeds of the substantially concurrent sale of,
  Indebtedness of such Restricted Subsidiary or the Company which is
  permitted to be Incurred pursuant to paragraphs (b) and (c) of the
  covenant described under "--Limitation on Indebtedness"; provided,
    however, that such purchase or redemption shall be excluded from the
calculation of the amount of Restricted Payments;               

(iii) any purchase or redemption of (A) Disqualified Stock of the Company 
   made in exchange for, or out of the proceeds of the substantially
concurrent sale of, Disqualified Stock of the Company or (B)  
        Disqualified Stock of a Restricted Subsidiary made in exchange for, or
out of the proceeds of the substantially concurrent sale of,  
  Disqualified Stock of such Restricted Subsidiary or the Company;
         provided, however, that (1) at the time of such exchange, no Default or
        Event of Default shall have occurred and be continuing or would result
         therefrom and (2) such purchase or redemption will be excluded from the
calculation of the amount of Restricted Payments;             

 (iv) dividends paid within 60 days after the date of declaration thereof if
       at such date of declaration such dividend would have complied with this
covenant; provided, however, that at the time of payment of such
    dividend, no other Default shall have occurred and be continuing (or
       would result therefrom); provided, further, however, that such dividend
shall be included in the calculation of the amount of Restricted
Payments;                                                       

  (v) the repurchase of shares of, or options to purchase shares of, Capital
     Stock of the Company or any of its Subsidiaries from officers, former
      officers employees, former employees, directors or former directors of
        the Company or any of its Subsidiaries (or permitted transferees of such
        employees, former employees, directors or former directors), pursuant to
      the terms of the agreements (including employment agreements) or plans
      (or amendments thereto) approved by the Board of Directors under which
        such individuals purchase or sell, or are granted the option to purchase
 or sell, shares of such common stock; provided, however, that the
     aggregate amount of such repurchases shall not exceed $2.5 million in
  any one year and $5.0 million in the aggregate; provided, further,
        however, that (1) at the time of such repurchase, no Default or Event of
       Default shall have occurred and be continuing or would result therefrom
        and (2) all such repurchases shall be included in the calculation of the
amount of Restricted Payments; or                               

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(vi) dividends and redemptions required to be made with respect to the  
      Existing Preferred Stock; provided, however, that (1) at the time of
       any such dividend or redemption, no Default or Event of Default shall
       have occurred and be continuing or would result therefrom and (2) all
        such dividends and redemptions shall be included in the calculation of
the amount of Restricted Payments.                            

 Limitation on Restrictions on Distributions from Restricted Subsidiaries.
The Company shall not, and shall not permit any Restricted Subsidiary to, create
or otherwise cause or permit to exist or become effective any consensual        
encumbrance or consensual restriction on the ability of any Restricted          
Subsidiary:                                                                     

  (a)  to pay dividends or make any other distributions on its Capital Stock
        to the Company or a Restricted Subsidiary or pay any Indebtedness owed
to the Company,                                               

(b)  to make any loans or advances to the Company or                    

(c)  transfer any of its property or assets to the Company, except:     

    (i)  any encumbrance or restriction pursuant to an agreement in effect at or
   entered into on the Existing Senior Subordinated Note Issue Date;

   (ii) any encumbrance or restriction with respect to a Restricted Subsidiary
        pursuant to an agreement relating to any Indebtedness Incurred by such
         Restricted Subsidiary which was entered into on or prior to the date on
     which such Restricted Subsidiary was acquired by the Company (other
         than as consideration in, or to provide all or any portion of the funds
        or credit support utilized to consummate, the transaction or series of
   related transactions pursuant to which such Restricted Subsidiary
    became a Restricted Subsidiary or was acquired by the Company) and
outstanding on such date;                                     

(iii) any encumbrance or restriction pursuant to an agreement effecting a 
        Refinancing of Indebtedness Incurred pursuant to an agreement referred
       to in clause (i) or (ii) of this covenant (or effecting a Refinancing
    of such Refinancing Indebtedness pursuant to this clause (iii)) or
         contained in any amendment to an agreement referred to in clause (i) or
         (ii) of this covenant or this clause (iii); provided, however, that the
encumbrances and restrictions with respect to such Restricted 
         Subsidiary contained in any such refinancing agreement or amendment are
       no more restrictive in any material respect than the encumbrances and
      restrictions with respect to such Restricted Subsidiary contained in
such agreements;                                              

(iv) any such encumbrance or restriction consisting of customary        
      non-assignment provisions in leases governing leasehold interests to
      the extent such provisions restrict the transfer of the lease or the
property leased thereunder;                                   

(v)  in the case of clause (c) above, restrictions contained in security
   agreements or mortgages securing Indebtedness (other than Tooling
Indebtedness) of a Restricted Subsidiary to the extent such   
    restrictions restrict the transfer of the property subject to such
security agreements or mortgages;                             

(vi) any restriction with respect to a Restricted Subsidiary imposed    
      pursuant to an agreement entered into for the sale or disposition of
         all or substantially all the Capital Stock or assets of such Restricted
 Subsidiary pending the closing of such sale or disposition; and

(vii) any restriction imposed by applicable law.                          

  Limitation on Sales of Assets and Subsidiary Stock. The Company shall not,
and shall not permit any Restricted Subsidiary to, consummate any Asset         
Disposition unless the Company or such Restricted Subsidiary receives           
consideration at the time of such Asset Disposition at least equal to the fair  
market value (including as to the value of all non-cash consideration), as      
determined in good faith by the Board of Directors, of the shares and assets    
subject to such Asset Disposition and at least 75% of the consideration therefor
received by the Company or such Restricted Subsidiary is in the form of cash or 
cash equivalents. For the purposes of this covenant, the following are deemed to
be cash and cash equivalents: (1) the assumption of Indebtedness of the Company 
or any Restricted Subsidiary and the release of the Company or such Restricted  
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition and (2) securities received by the Company or any Restricted        
Subsidiary from the transferee that are immediately converted by the Company or 
such Restricted Subsidiary into cash.                                           

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With respect to any Asset Disposition occurring on or after the Existing
Senior Subordinated Note Issue Date from which the Company or any Restricted    
Subsidiary receives Net Available Cash, the Company or such Restricted          
Subsidiary shall:                                                               

   (i)  within 360 days after the date such Net Available Cash is received and
       to the extent the Company or such Restricted Subsidiary elects (or is
   required by the terms of any Senior Indebtedness) to (A) apply an
      amount equal to such Net Available Cash to prepay, repay or purchase
      Senior Indebtedness of the Company or such Restricted Subsidiary, in
        each case owing to a Person other than the Company or any Affiliate of
  the Company, or (B) invest an equal amount, or the amount not so
    applied pursuant to clause (A), in Additional Assets (including by
        means of an Investment in Additional Assets by a Restricted Subsidiary
       with Net Available Cash received by the Company or another Restricted
Subsidiary) and                                               

(ii) apply such excess Net Available Cash (to the extent not applied    
        pursuant to clause (i)) as provided in the following paragraphs of the
     covenant described hereunder; provided, however, that in connection
   with any prepayment, repayment or purchase of Senior Indebtedness
         pursuant to clause (A) above, the Company or such Restricted Subsidiary
        shall retire such Senior Indebtedness and shall cause the related loan
         commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased.             

The amount of Net Available Cash required to be applied pursuant to clause (ii) 
above and not theretofore so applied shall constitute "Excess Proceeds." Pending
application of Net Available Cash pursuant to this provision, such Net Available
Cash shall be invested in Temporary Cash Investments.                           

If at any time the aggregate amount of Excess Proceeds not theretofore  
subject to an Excess Proceeds Offer (as defined below) totals at least $5       
million, the Company shall, not later than 30 days after the end of the period  
during which the Company is required to apply such Excess Proceeds pursuant to  
clause (i) of the immediately preceding paragraph (or, if the Company so elects,
at any time within such period), make an offer (an "Existing Note Excess        
Proceeds Offer"), first, to purchase the Existing Senior Subordinated Notes, if 
any are outstanding, in accordance with the Existing Indenture (as in effect on 
the Issue Date) and, second, in the event that any Excess Proceeds are not      
applied to an Existing Note Excess Proceeds Offer to purchase from the Holders  
on a pro rata basis an aggregate principal amount of Notes equal to any         
remaining Excess Proceeds (rounded down to the nearest multiple of $1,000) on   
such date (an "Excess Proceeds Offer"), at a purchase price equal to 100% of the
principal amount of such Notes, plus, in each case, accrued interest (if any) to
the date of purchase (the "Excess Proceeds Payment"). Upon completion of an     
Excess Proceeds Offer the amount of Excess Proceeds remaining after application 
pursuant to such Excess Proceeds Offer, (including payment of the purchase price
for Notes duly tendered) may be used by the Company for any corporate purpose   
(to the extent not otherwise prohibited by the Indenture).                      

    The Company shall comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations  
thereunder in the event that such Excess Proceeds are received by the Company   
under the covenant described hereunder and the Company is required to repurchase
the Notes as described above. To the extent that the provisions of any          
securities laws or regulations conflict with the provisions of the covenant     
described hereunder, the Company shall comply with the applicable securities    
laws and regulations and shall not be deemed to have breached its obligations   
under the covenant described hereunder by virtue thereof.                       

  Limitation on Affiliate Transactions. (a) The Company shall not, and shall
not permit any Restricted Subsidiary to, enter into or permit to exist any      
transaction or series of related transactions (including the purchase, sale,    
lease or exchange of any property, employee compensation arrangements or the    
rendering of any service) with any Affiliate of the Company (an "Affiliate      
Transaction") unless the terms thereof:                                         

    (1)  are no less favorable to the Company or such Restricted Subsidiary than
 those that could be obtained at the time of such transaction in
   arm's-length dealings with a Person who is not such an Affiliate,

(2)  if such Affiliate Transaction (or series of related Affiliate      
       Transactions) involve aggregate payments in an amount in excess of $1
         million in any one year, (i) are set forth in writing, (ii) comply with
clause (1) and (iii) have been approved by a majority of the  
disinterested members of the Board of Directors and           

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(3)  if such Affiliate Transaction (or series of related Affiliate      
       Transactions) involve aggregate payments in an amount in excess of $5
        million in any one year, (i) comply with clause (2) and (ii) have been
     determined by a nationally recognized investment banking firm to be
      fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries.                                                 

(b)  The provisions of the foregoing paragraph (a) shall not prohibit:  

 (i)  any Restricted Payment permitted to be paid pursuant to the covenant
described under "-- Limitation on Restricted Payments,"       

(ii) any issuance of securities, or other payments, awards or grants in 
cash, securities or otherwise, pursuant to, or the funding of,
         employment arrangements, stock options and stock ownership plans in the
     ordinary course of business and approved by the Board of Directors,

(iii) the grant of stock options or similar rights to employees and       
 directors of the Company in the ordinary course of business and
pursuant to plans approved by the Board of Directors,         

 (iv) loans or advances to employees in the ordinary course of business of
the Company or its Restricted Subsidiaries,                   

(v)  fees, compensation or employee benefit arrangements paid to and    
        indemnity provided for the benefit of directors, officers or employees
      of the Company or any Subsidiary in the ordinary course of business,

  (vi) payments made to The Oxford Investment Group, Inc. for (x) management
         and consulting services in an aggregate amount not to exceed $1,000,000
        in any one year and (y) investment banking services in connection with
       acquisition of assets or businesses, by the Company or any Subsidiary
      not to exceed the greater of (A) 1.25% of the purchase price paid by
    the Company or such Subsidiary for the assets or business acquired
      (including Indebtedness assumed by the Company or such Subsidiary as
part of such acquisition) and (B) $200,000; or                

(vii) any Affiliate Transaction between the Company and a Restricted      
         Subsidiary or between Restricted Subsidiaries in the ordinary course of
  business (so long as the other stockholders of any participating
Restricted Subsidiaries which are not Wholly Owned Restricted 
Subsidiaries are not themselves Affiliates of the Company).   

Limitation on the Issuance or Sale of Capital Stock of Restricted Subsidiaries. 

The Company shall not:                                                          

    (i)  sell, pledge, hypothecate or otherwise dispose of any shares of Capital
       Stock of a Restricted Subsidiary (other than pledges of Capital Stock
securing Senior Indebtedness) or                              

  (ii) permit any Restricted Subsidiary, directly or indirectly, to issue or
    sell or otherwise dispose of any shares of its Capital Stock other
than:                                                         

(A)  to the Company or a Wholly Owned Subsidiary,                       

(B)  directors' qualifying shares,                                      

(C)  if, immediately after giving effect to such issuance or sale, such 
Restricted Subsidiary would no longer constitute a Restricted 
Subsidiary or                                                 

   (D)  the issuance of Preferred Stock by any Subsidiary Guarantor as partial
        payment for the acquisition by such Subsidiary Guarantor of Additional
Assets.                                                       

Notwithstanding the foregoing, the Company may sell, and may permit a Restricted
Subsidiary to issue and sell, up to 20% of the outstanding Common Stock of a    
Restricted Subsidiary to officers and employees of such Restricted Subsidiary.  
The proceeds of any sale of such Capital Stock permitted hereby will be treated 
as Net Available Cash from an Asset Disposition and must be applied in          
accordance with the terms of the covenant described under "-- Limitation on     
Sales of Assets and Subsidiary Stock."                                          

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Limitation on Liens. The Company shall not, and shall not permit any    
Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any  
Lien of any nature whatsoever on any property of the Company or any Restricted  
Subsidiary (including Capital Stock of a Restricted Subsidiary), whether owned  
at the Issue Date or thereafter acquired, which secures Indebtedness that ranks 
pari passu with or is subordinated to the Notes or the Subsidiary Guaranties    
unless:                                                                         

   (i)  if such Lien secures Indebtedness that ranks pari passu with the Notes
      and the Subsidiary Guaranties, the Notes are secured on an equal and
      ratable basis with the obligation so secured until such time as such
obligation is no longer secured by a Lien or                  

    (ii) if such Lien secures Indebtedness that is subordinated to the Notes and
      the Subsidiary Guaranties, such Lien shall be subordinated to a Lien
     granted to the Holders on the same collateral as that securing such
Lien to the same extent as such subordinated Indebtedness is  
subordinated to the Note and the Subsidiary Guaranties.       

 Merger and Consolidation. The Company shall not consolidate with or merge
with or into, or convey, transfer or lease, in one transaction or a series of   
related transactions, all or substantially all its assets to, any Person,       
unless:                                                                         

    (i)  the resulting, surviving or transferee Person (the "Successor Company")
       shall be a Person organized and existing under the laws of the United
      States of America, any State thereof or the District of Columbia and
       the Successor Company (if not the Company) shall expressly assume, by
  an indenture supplemental thereto, executed and delivered to the
      Trustee, in form satisfactory to the Trustee, all the obligations of
the Company under the Notes and the Indenture;                

(ii) immediately after giving effect to such transaction on a pro forma 
         basis (and treating any Indebtedness which becomes an obligation of the
        Successor Company or any Subsidiary as a result of such transaction as
      having been Incurred by such Successor Company or such Subsidiary at
      the time of such transaction), no Default shall have occurred and be
continuing;                                                   

 (iii) except in the case of a merger the sole purpose of which is to change
       the Company's jurisdiction of incorporation, immediately after giving
        effect to such transaction on a pro forma basis, the Successor Company
        would be able to Incur an additional $1.00 of Indebtedness pursuant to
 paragraph (a) of the covenant described under "-- Limitation on
Indebtedness";                                                

(iv) immediately after giving effect to such transaction on a pro forma 
      basis, the Successor Company shall have Consolidated Net Worth in an
        amount that is not less than the Consolidated Net Worth of the Company
immediately prior to such transaction; and                    

(v)  the Company shall have delivered to the Trustee an Officers'       
Certificate and an Opinion of Counsel, each stating that such 
       consolidation, merger or transfer and such supplemental indenture (if
any) comply with the Indenture.                               

Notwithstanding the foregoing clauses (ii), (iii) and (iv), any Restricted      
Subsidiary may consolidate with, merge into or transfer all or part of its      
properties and assets to the Company.                                           

The Successor Company shall be the successor to the Company and shall   
succeed to, and be substituted for, and may exercise every right and power of,  
the Company under the Indenture, but the predecessor Company in the case of a   
conveyance, transfer or lease shall not be released from the obligation to pay  
the principal of and interest on the Notes.                                     

    The Company shall not permit any Subsidiary Guarantor to consolidate with or
merge with or into, or convey, transfer or lease, in one transaction or a series
of transactions, all or substantially all its assets to, any Person, unless:    

   (i)  the resulting, surviving or transferee Person (if not such Subsidiary)
       shall be a Person organized and existing under the laws of the United
      States of America, any State thereof or the District of Columbia and
        the Successor Company (if not such Subsidiary) shall expressly assume,
       by a Guaranty Agreement, in form satisfactory to the Trustee, all the
obligations of such Subsidiary under its Subsidiary Guaranty; 

(ii) immediately after giving effect to such transaction on a pro forma 
         basis (and treating any Indebtedness which becomes an obligation of the
resulting, surviving or transferee Person as a result of such 
        transaction as having been Incurred by such Person at the time of such
     transaction), no Default shall have occurred and be continuing; and

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(iii) the Company shall have delivered to the Trustee an Officers'        
Certificate and an Opinion of Counsel, each stating that such 
      consolidation, merger or transfer and such Guaranty Agreement comply
with the Indenture.                                           

The provisions of clauses (i) and (iii) above shall not apply to any            
transactions which constitute an Asset Disposition if the Company has complied  
with the applicable provisions of the covenant described under "-- Limitation on
Sales of Assets and Subsidiary Stock" above.                                    

  Future Guarantors. The Company shall cause each Restricted Subsidiary that
at any time becomes an obligor or guarantor with respect to any obligations     
under one or more Bank Credit Agreements to execute and deliver to the Trustee a
supplemental indenture pursuant to which such Restricted Subsidiary will        
Guarantee payment of the Notes on the same terms and conditions as those set    
forth in the Indenture. Each Subsidiary Guaranty will be limited in amount to an
amount not to exceed the maximum amount that can be Guaranteed by the applicable
Subsidiary Guarantor without rendering such Subsidiary Guaranty voidable under  
applicable law relating to fraudulent conveyance or fraudulent transfer or      
similar laws affecting the rights of creditors generally.                       

   SEC Reports. Notwithstanding that the Company may not be required to remain
subject to the reporting requirements of Section 13 or 15(d) of the Exchange    
Act, the Company shall file with the SEC and provide the Trustee and Noteholders
and prospective Noteholders (upon request) with such annual reports and such    
information, documents and other reports as are specified in such Sections and  
applicable to a U.S. corporation subject to such Sections, such information,    
documents and other reports to be so filed and provided at the times specified  
for the filing of such information, documents and reports under such Sections;  
provided, however, that the Company shall not be required to file any report,   
document or other information with the SEC if the SEC does not permit such      
filing.                                                                         

DEFAULTS                                                                

An Event of Default is defined in the Indenture as:                     

   (i)  a default in the payment of interest on the Notes when due (whether or
  not such payment is prohibited by the provisions described under
"Subordination" above), continued for 30 days,                

(ii) a default in the payment of principal of any Note when due at its  
      Stated Maturity, upon optional redemption, upon required repurchase,
upon declaration or otherwise (whether or not such payment is 
      prohibited by the provisions described under "Subordination" above),

(iii) the failure by the Company, to comply for 30 days after notice with 
any of its obligations under the covenants described under "--
      Limitation on Indebtedness," "-- Limitation on Restricted Payments,"
    "Limitation on Sales of Assets and Subsidiary Stock," and "Merger,
Consolidation and Sale of Assets",                            

   (iv) the failure by the Company to comply for 60 days after notice with its
other agreements contained in the Indenture,                  

 (v)  Indebtedness of the Company or any Restricted Subsidiary is not paid
within any applicable grace period after final maturity or is 
       accelerated by the holders thereof because of a default and the total
      amount of such Indebtedness unpaid or accelerated exceeds $5 million
(the "cross-acceleration provision"),                         

(vi) certain events of bankruptcy, insolvency or reorganization of the  
    Company or a Significant Subsidiary (the "bankruptcy provisions"),

(vii) any judgment or decree for the payment of money in excess of $5     
     million is rendered against the Company or a Restricted Subsidiary,
    remains outstanding following such judgment and is not discharged,
        waived or stayed within 60 days after entry of such judgment or decree
(the "judgment default provision"), or                        

(viii) a Subsidiary Guaranty ceases to be in full force and effect (other   
     than in accordance with the terms of such Subsidiary Guaranty) or a
     Subsidiary Guarantor denies or disaffirms its obligations under its
Subsidiary Guaranty.                                          

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  However, a default under clause (iii) or (iv) will not constitute an Event
of Default until the Trustee or the holders of 25% in principal amount of the   
outstanding Notes notify the Company of the default and the Company does not    
cure such default within the time specified in clauses (iii) and (iv) hereof    
after receipt of such notice.                                                   

   If an Event of Default occurs and is continuing, the Trustee or the Holders
of at least 25% in principal amount of the outstanding Notes may declare the    
principal of and accrued but unpaid interest on all the Notes to be due and     
payable. Upon such a declaration, such principal and interest shall be due and  
payable immediately. If an Event of Default relating to certain events of       
bankruptcy, insolvency or reorganization of the Company occurs and is           
continuing, the principal of and interest on all the Notes will ipso facto      
become and be immediately due and payable without any declaration or other act  
on the part of the Trustee or any Holders of the Notes. Under certain           
circumstances, the Holders of a majority in principal amount of the outstanding 
Notes may rescind any such acceleration with respect to the Notes and its       
consequences.                                                                   

Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will 
be under no obligation to exercise any of the rights or powers under the        
Indenture at the request or direction of any of the Holders unless such Holders 
have offered to the Trustee reasonable indemnity or security against any loss,  
liability or expense. Except to enforce the right to receive payment of         
principal, premium (if any) or interest when due, no Holder may pursue any      
remedy with respect to the Indenture or the Notes unless:                       

 (i)  such Holder has previously given the Trustee notice that an Event of
Default is continuing,                                        

 (ii) Holders of at least 25% in principal amount of the outstanding Notes
have requested the Trustee to pursue the remedy,              

  (iii) such Holders have offered the Trustee reasonable security or indemnity
against any loss, liability or expense,                       

    (iv) the Trustee has not complied with such request within 60 days after the
receipt thereof and the offer of security or indemnity and    

   (v)  the Holders of a majority in principal amount of the outstanding Notes
       have not given the Trustee a direction inconsistent with such request
within such 60-day period.                                    

Subject to certain restrictions, the Holders of a majority in principal 
amount of the outstanding Notes are given the right to direct the time, method  
and place of conducting any proceeding for any remedy available to the Trustee  
or of exercising any trust or power conferred on the Trustee. The Trustee,      
however, may refuse to follow any direction that conflicts with law or the      
Indenture or that the Trustee determines is unduly prejudicial to the rights of 
any other Holder or that would involve the Trustee in personal liability.       

The Indenture provides that if a Default occurs and is continuing and is
known to the Trustee, the Trustee must mail to each Holder notice of the Default
within 90 days after it occurs. Except in the case of a Default in the payment  
of principal of or interest on any Note, the Trustee may withhold notice if and 
so long as a committee of its trust officers determines that withholding notice 
is not opposed to the interest of the Holders. In addition, the Company is      
required to deliver to the Trustee, within 120 days after the end of each fiscal
year, a certificate indicating whether the signers thereof know of any Default  
that occurred during the previous year. The Company also is required to deliver 
to the Trustee, within 30 days after the occurrence thereof, written notice of  
any event which would constitute certain Defaults, their status and what action 
the Company is taking or proposes to take in respect thereof.                   

AMENDMENTS AND WAIVERS                                                  

    Subject to certain exceptions, the Indenture may be amended with the consent
of the Holders of a majority in principal amount of the Notes then outstanding  
(including consents obtained in connection with a tender offer or exchange for  
the Notes) and any past default or compliance with any provisions may also be   
waived with the consent of the Holders of a majority in principal amount of the 
Notes then outstanding. However, without the consent of each Holder of an       
outstanding Note affected thereby, no amendment may, among other things:        

    (i)   reduce the amount of Notes whose Holders must consent to an amendment,

  (ii)  reduce the rate of or extend the time for payment of interest on any
Note,                                                       

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(iii) reduce the principal of or extend the Stated Maturity of any Note,

  (iv)  reduce the premium payable upon the redemption of any Note or change
     the time at which any Note may be redeemed as described under "--
Optional Redemption" above,                                 

(v)   make any Note payable in money other than that stated in the Note,

  (vi)  impair the right of any Holder to institute suit for the enforcement
   of any payment on or with respect to such Holder's Notes or any
Subsidiary Guaranty,                                        

(vii) make any change in the amendment provisions which require each    
Holder's consent or in the waiver provisions or             

  (viii) make any change to the subordination provisions of the Indenture that
would adversely affect the Noteholders.                     

Without the consent of any Holder, the Company and Trustee may amend the
Indenture to cure any ambiguity, omission, defect or inconsistency, to provide  
for the assumption by a successor corporation of the obligations of the Company 
under the Indenture, to provide for uncertificated Notes in addition to or in   
place of certificated Notes (provided that the uncertificated Notes are issued  
in registered form for purposes of Section 163(f) of the Code, or in a manner   
such that the uncertificated Notes are described in Section 163(f)(2)(B) of the 
Code), to add guarantees with respect to the Notes, to release Subsidiary       
Guarantors when permitted by the Indenture, to secure the Notes, to add to the  
covenants of the Company for the benefit of the Holders or to surrender any     
right or power conferred upon the Company, to make any change that does not     
adversely affect the rights of any Holder or to comply with any requirement of  
the SEC in connection with the qualification of the Indenture under the Trust   
Indenture Act. However, no amendment may be made to the subordination provisions
of the Indenture that adversely affects the rights of any holder of Senior      
Indebtedness then outstanding unless the holders of such Senior Indebtedness (or
their Representative) consents to such change.                                  

  The consent of the Holders is not necessary under the Indenture to approve
the particular form of any proposed amendment. It is sufficient if such consent 
approves the substance of the proposed amendment.                               

After an amendment under the Indenture becomes effective, the Company is
required to mail to Holders a notice briefly describing such amendment. However,
the failure to give such notice to all Holders, or any defect therein, will not 
impair or affect the validity of the amendment.                                 

TRANSFER                                                                        

Certificated Notes will be issued in registered form and will be        
transferable only upon the surrender of the Notes being transferred for         
registration of transfer. The Company may require payment of a sum sufficient to
cover any tax, assessment or other governmental charge payable in connection    
with certain transfers and exchanges.                                           

DEFEASANCE                                                                      

 The Company at any time may terminate all its obligations under the Notes
and the Indenture ("legal defeasance"), except for certain obligations,         
including those respecting the defeasance trust and obligations to register the 
transfer or exchange of the Notes, to replace mutilated, destroyed, lost or     
stolen Notes and to maintain a registrar and paying agent in respect of the     
Notes. The Company at any time may terminate its obligations under "-- Change of
Control" and under the covenants described under "-- Certain Covenants" (other  
than the covenant described under "-- Merger and Consolidation"), the operation 
of the cross-acceleration provision, the bankruptcy provisions with respect to  
Significant Subsidiaries and the judgment default provision described under "-- 
Defaults" above and the limitations contained in clauses (iii) and (iv) under   
"Certain Covenants -- Merger and Consolidation" above ("covenant defeasance").  

The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its  
legal defeasance option, payment of the Notes may not be accelerated because of 
an Event of Default with respect thereto. If the Company exercises its covenant 
defeasance option, payment of the Notes may not be accelerated because of an    
Event of Default specified in clause (iii), (iv), (v), (vi) (with respect only  
to Significant Subsidiaries) or (vii) under "-- Defaults" above                 

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or because of the failure of the Company to comply with clause (iii) or (iv)    
under "Certain Covenants -- Merger and Consolidation" above. If the Company     
exercises its legal defeasance option or its covenant defeasance option, each   
Subsidiary Guarantor will be released from all of its obligations with respect  
to its Subsidiary Guaranty.                                                     

In order to exercise either defeasance option:                          

    (a)  such defeasance must not result in a breach of, or otherwise constitute
        a default under any agreement or investment with respect to any Senior
   Indebtedness, and no default may exist under any Indebtedness and

   (b)  the Company must irrevocably deposit in trust (the "defeasance trust")
       with the Trustee money or U.S. Government Obligations for the payment
      of principal and interest on the Notes to redemption or maturity, as
 the case may be, and must comply with certain other conditions,
   including delivery to the Trustee of an Opinion of Counsel to the
     effect that holders of the Notes will not recognize income, gain or
      loss for Federal income tax purposes as a result of such deposit and
         defeasance and will be subject to Federal income tax on the same amount
     and in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred.         

CONCERNING THE TRUSTEE                                                          

   U.S. Bank Trust National Association is the Trustee under the Indenture and
has been appointed by the Company as Registrar and Paying Agent with regard to  
the Notes.                                                                      

   The Holders of a majority in principal amount of the outstanding Notes will
have the right to direct the time, method and place of conducting any proceeding
for exercising any remedy available to the Trustee, subject to certain          
exceptions. The Indenture provides that if an Event of Default occurs (and is   
not cured), the Trustee will be required, in the exercise of its power, to use  
the degree of care of a prudent man in the conduct of his own affairs. Subject  
to such provisions, the Trustee will be under no obligation to exercise any of  
its rights or powers under the Indenture at the request of any Holder of Notes, 
unless such Holder shall have offered to the Trustee security and indemnity     
satisfactory to it against any loss, liability or expense and then only to the  
extent required by the terms of the Indenture.                                  

GOVERNING LAW                                                                   

   The Indenture provides that it and the Notes are governed by, and construed
in accordance with, the laws of the State of New York without giving effect to  
applicable principles of conflicts of law to the extent that the application of 
the law of another jurisdiction would be required thereby.                      

CERTAIN DEFINITIONS                                                             

"Additional Assets" means:                                              

    (i)  any property or assets (other than Indebtedness and Capital Stock) in a
Related Business; or                                          

    (ii) the Capital Stock of a Person that becomes a Restricted Subsidiary as a
   result of the acquisition of such Capital Stock by the Company or
 another Restricted Subsidiary; provided, however, that any such
   Restricted Subsidiary is primarily engaged in a Related Business.

"Affiliate" of any specified Person means any other Person, directly or         
indirectly, controlling or controlled by or under direct or indirect common     
control with such specified Person. For the purposes of this definition,        
"control" when used with respect to any Person means the power to direct the    
management and policies of such Person, directly or indirectly, whether through 
the ownership of voting securities, by contract or otherwise; and the terms     
"controlling" and "controlled" have meanings correlative to the foregoing. For  
purposes of the provisions described under "Certain Covenants -- Limitation on  
Restricted Payments," "Certain Covenants -- Limitation on Affiliate             
Transactions" and "Certain Covenants -- Limitations on Sales of Assets and      
Subsidiary Stock" only, "Affiliate" shall also mean any beneficial owner of     
Capital Stock representing 10% or more of the total voting power of the Voting  
Stock (on a fully diluted basis) of the Company or of rights or warrants to     
purchase such Capital Stock (whether or not currently exercisable) and any      
Person who would be an Affiliate of any such beneficial owner pursuant to the   
first sentence hereof.                                                          

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"Asset Disposition" means any sale, lease, transfer or other disposition (or    
series of related sales, leases, transfers or dispositions) by the Company or   
any Restricted Subsidiary, including any disposition by means of a merger,      
consolidation or similar transaction (each referred to for the purposes of this 
definition as a "disposition"), of:                                             

(i)  any shares of Capital Stock of a Restricted Subsidiary (other than 
   directors' qualifying shares and, to the extent required by local
ownership laws in foreign countries, shares owned by foreign  
shareholders),                                                

  (ii) all or substantially all the assets of any division, business segment
 or comparable line of business of the Company or any Restricted
Subsidiary or                                                 

(iii) any other assets of the Company or any Restricted Subsidiary outside
      of the ordinary course of business of the Company or such Restricted
Subsidiary.                                                   

Notwithstanding the foregoing, the term "Asset Disposition" shall not include   
(x) a disposition by a Restricted Subsidiary to the Company or by the Company or
a Restricted Subsidiary to a Wholly Owned Subsidiary, (y) for purposes of the   
covenant described under "Certain Covenants -- Limitation on Sales of Assets and
Subsidiary Stock", a disposition that constitutes a Permitted Investment or a   
Restricted Payment permitted by the covenant described under "Certain Covenants 
-- Limitation on Restricted Payments", and (z) a disposition of assets having a 
fair market value of less than $1 million.                                      

"Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the 
time of determination, the present value (discounted at the interest rate borne 
by the Notes, compounded annually) of the total obligations of the lessee for   
rental payments during the remaining term of the lease included in such         
Sale/Leaseback Transaction (including any period for which such lease has been  
extended).                                                                      

"Average Life" means, as of the date of determination, with respect to any      
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum  
of the products of numbers of years from the date of determination to the dates 
of each successive scheduled principal payment of such Indebtedness or          
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.                

"Bank Credit Agreements" means the Senior Credit Facility and any other bank    
credit agreement or similar facility entered into in the future by the Company  
or any Restricted Subsidiary as any of the same may be amended, waived,         
modified, Refinanced or replaced from time to time (except to the extent that   
any such amendment, waiver, modification, replacement or Refinancing would be   
prohibited by the terms of the Indenture).                                      

"Bank Indebtedness" means any and all present and future amounts payable under  
or in respect of the Bank Credit Agreements, including principal, premium (if   
any), interest (including interest accruing on or after the filing of any       
petition in bankruptcy or for reorganization, whether or not a claim for        
post-filing interest is allowed in such proceedings), fees, charges, expenses,  
reimbursement obligations, Guarantees and all other amounts and other           
Obligations payable thereunder or in respect thereof at any time.               

"Board of Directors" means the Board of Directors of the Company or any         
committee thereof duly authorized to act on behalf of such Board.               

"Business Day" means each day which is not a Legal Holiday.                     

"Capital Lease Obligations" means an obligation that is required to be          
classified and accounted for as a capital lease for financial reporting purposes
in accordance with GAAP, and the amount of Indebtedness represented by such     
obligation shall be the capitalized amount of such obligation determined in     
accordance with GAAP; and the Stated Maturity thereof shall be the date of the  
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a 
penalty.                                                                        

"Capital Stock" of any Person means any and all shares, interests, rights to    
purchase, warrants, options, participations or other equivalents of or interests
in (however designated) equity of such Person, including any Preferred Stock,   
but excluding any debt securities convertible into such equity.                 

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"Change of Control" means the occurrence of any of the following events:        

  (i)  any "person" or "group" (as such terms are used in Sections 13(d) and
       14(d) of the Exchange Act), other than one or more Permitted Holders,
         is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
      under the Exchange Act, except that for purposes of this clause such
       person or group shall be deemed to have "beneficial ownership" of all
        shares that any such person or group has the right to acquire, whether
    such right is exercisable immediately or only after the passage of
     time), directly or indirectly, of more than 40% of the total voting
        power of the Voting Stock of the Company; provided, however, that such
    event shall not be deemed to be a Change of Control so long as the
    Permitted Holders beneficially own, directly or indirectly, in the
        aggregate a greater percentage of the total voting power of the Voting
Stock of the Company than such other person or group;         

   (ii) after the first public offering of common stock of the Company, during
       any period of two consecutive years, individuals who at the beginning
      of such period constituted the Board of Directors (together with any
  new directors whose election by such Board of Directors or whose
         nomination for election by the shareholders of the Company was approved
         by a majority vote of the directors of the Company then still in office
    who were either directors at the beginning of such period or whose
       election or nomination for election was previously so approved) cease
        for any reason to constitute a majority of the Board of Directors then
in office; or                                                 

  (iii) the merger or consolidation of the Company with or into another Person
       or the merger of another Person with or into the Company, or the sale
         of all or substantially all the assets of the Company to another Person
         (other than a Person that is controlled by the Permitted Holders), and,
        in the case of any such merger or consolidation, the securities of the
        Company that are outstanding immediately prior to such transaction and
        which represent 100% of the aggregate voting power of the Voting Stock
      of the Company are changed into or exchanged for cash, securities or
   property, unless pursuant to such transaction such securities are
        changed into or exchanged for, in addition to any other consideration,
    securities of the surviving corporation that represent immediately
     after such transaction, at least a majority of the aggregate voting
power of the Voting Stock of the surviving corporation.       

"Code" means the Internal Revenue Code of 1986, as amended.                     

"Consolidated Coverage Ratio" as of any date of determination means the ratio of
(i) the aggregate amount of EBITDA for the period of the most recent four       
consecutive fiscal quarters ending at least 45 days (or, if less, the number of 
days after the end of such fiscal quarter as the consolidated financial         
statements of the Company shall be available) prior to the date of such         
determination to (ii) Consolidated Interest Expense for such four fiscal        
quarters; provided, however, that:                                              

(1)  if the Company or any Restricted Subsidiary has Incurred any       
Indebtedness since the beginning of such period that remains  
        outstanding on such date of determination or if the transaction giving
     rise to the need to calculate the Consolidated Coverage Ratio is an
       Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest
      Expense for such period shall be calculated after giving effect on a
       pro forma basis to such Indebtedness as if such Indebtedness had been
         Incurred on the first day of such period and the discharge of any other
         Indebtedness repaid, repurchased, defeased or otherwise discharged with
         the proceeds of such new Indebtedness as if such discharge had occurred
on the first day of such period (except that, in the case of  
     Indebtedness used to finance working capital needs incurred under a
      revolving credit or similar arrangement, the amount thereof shall be
         deemed to be the average daily balance of such Indebtedness during such
four-fiscal-quarter period),                                  

(2)  if since the beginning of such period the Company or any Restricted
       Subsidiary shall have made any Asset Disposition, the EBITDA for such
        period shall be reduced by an amount equal to the EBITDA (if positive)
         directly attributable to the assets which are the subject of such Asset
     Disposition for such period, or increased by an amount equal to the
         EBITDA (if negative) directly attributable thereto for such period, and
      Consolidated Interest Expense for such period shall be reduced by an
         amount equal to the Consolidated Interest Expense directly attributable
         to any Indebtedness of the Company or any Restricted Subsidiary repaid,
     repurchased, defeased, assumed by a third person (to the extent the
       Company and its Restricted Subsidiaries are no longer liable for such
       Indebtedness) or otherwise discharged with respect to the Company and
      its continuing Restricted Subsidiaries in connection with such Asset
         Disposition for such period (or, if the Capital Stock of any Restricted
       Subsidiary is sold, the Consolidated Interest Expense for such period
         directly attributable to the Indebtedness of such Restricted Subsidiary
      to the extent the Company and its continuing Restricted Subsidiaries
are no longer liable for such Indebtedness after such sale),  

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(3)  if since the beginning of such period the Company shall have       
        consummated a Public Equity Offering following which there is a Public
        Market, Consolidated Interest Expense for such period shall be reduced
  by an amount equal to the Consolidated Interest Expense directly
   attributable to any Indebtedness of the Company or any Restricted
       Subsidiary repaid, repurchased, defeased or otherwise discharged with
      respect to the Company and its Restricted Subsidiaries in connection
with such Public Equity Offering for such period,             

(4)  if since the beginning of such period the Company or any Restricted
      Subsidiary (by merger or otherwise) shall have made an Investment in
     any Restricted Subsidiary (or any Person which becomes a Restricted
        Subsidiary) or an acquisition of assets, which acquisition constitutes
        all or substantially all of an operating unit of a business, including
   any such Investment or acquisition occurring in connection with a
      transaction requiring a calculation to be made hereunder, EBITDA and
         Consolidated Interest Expense for such period shall be calculated after
  giving pro forma effect thereto (including the Incurrence of any
    Indebtedness) as if such Investment or acquisition occurred on the
first day of such period and                                  

(5)  if since the beginning of such period any Person (that subsequently
       became a Restricted Subsidiary or was merged with or into the Company
        or any Restricted Subsidiary since the beginning of such period) shall
   have made any Asset Disposition, any Investment or acquisition of
         assets that would have required an adjustment pursuant to clause (3) or
         (4) above if made by the Company or a Restricted Subsidiary during such
        period, EBITDA and Consolidated Interest Expense for such period shall
      be calculated after giving pro forma effect thereto as if such Asset
     Disposition, Investment or acquisition occurred on the first day of
such period.                                                  

For purposes of this definition, whenever pro forma effect is to be given to an 
acquisition of assets, the amount of income, earnings or expense relating       
thereto and the amount of Consolidated Interest Expense associated with any     
Indebtedness Incurred in connection therewith, the pro forma calculations shall 
be prepared in accordance with Article 11 of Regulation S-X promulgated by the  
Commission as determined in good faith by a responsible financial or accounting 
Officer of the Company. If any Indebtedness bears a floating rate of interest   
and is being given pro forma effect, the interest of such Indebtedness shall be 
calculated as if the rate in effect on the date of determination had been the   
applicable rate for the entire period (taking into account any Interest Rate    
Agreement applicable to such Indebtedness if such Interest Rate Agreement has a 
remaining term in excess of 12 months).                                         

"Consolidated Interest Expense" means, for any period, the total interest       
expense of the Company and its consolidated Restricted Subsidiaries, plus, to   
the extent not included in such total interest expense, and to the extent       
incurred by the Company or its Restricted Subsidiaries:                         

(i)   interest expense attributable to Capital Lease Obligations,       

(ii)  amortization of debt discount,                                    

(iii) capitalized interest,                                             

(iv)  non-cash interest expenses,                                       

    (v)   commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing,        

   (vi)  net costs associated with Hedging Obligations (including amortization
of fees),                                                   

 (vii) Preferred Stock dividends in respect of all Preferred Stock held by
    Persons other than the Company or a Wholly Owned Subsidiary, and

(viii) interest actually paid on any Indebtedness of any other Person that
is Guaranteed by the Company or any Restricted Subsidiary.  

Notwithstanding the foregoing, net interest expense attributable to Tooling     
Indebtedness shall not be included in Consolidated Interest Expense except to   
the extent such expense would be included in interest expense in accordance with
GAAP.                                                                           

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"Consolidated Net Income" means, for any period, the net income of the Company  
and its consolidated Subsidiaries; provided, however, that there shall not be   
included in such Consolidated Net Income:                                       

(i)   any net income (or loss) of any Person if such Person is not a    
         Restricted Subsidiary, except that subject to the exclusion contained
       in clause (iv) below, the Company's equity in the net income of any
          such Person for such period shall be included in such Consolidated Net
          Income up to the aggregate amount of cash actually distributed by such
          Person during such period to the Company or a Restricted Subsidiary as
        a dividend or other distribution (subject, in the case of a dividend
 or other distribution paid to a Restricted Subsidiary, to the
limitations contained in clause (iii) below);               

 (ii)  for purposes of subclause (a)(3)(A) of the covenant described under
          "Certain Covenants -- Limitation on Restricted Payments" only, any net
          income (or loss) of any Person acquired by the Company or a Subsidiary
          in a pooling of interests transaction for any period prior to the date
of such acquisition;                                        

(iii) any net income of any Restricted Subsidiary if such Restricted    
         Subsidiary is subject to restrictions, directly or indirectly, on the
          payment of dividends or the making of distributions by such Restricted
       Subsidiary, directly or indirectly, to the Company, except that (A)
          subject to the exclusion contained in clause (iv) below, the Company's
       equity in the net income of any such Restricted Subsidiary for such
      period shall be included in such Consolidated Net Income up to the
     aggregate amount of cash that could have been distributed by such
      Restricted Subsidiary consistent with such restriction during such
        period to the Company or another Restricted Subsidiary as a dividend
      or other distribution (subject, in the case of a dividend or other
         distribution paid to another Restricted Subsidiary, to the limitation
        contained in this clause) and (B) the Company's equity in a net loss
          of any such Restricted Subsidiary for such period shall be included in
determining such Consolidated Net Income;                   

   (iv)  any gain (or loss) realized upon the sale or other disposition of any
     assets of the Company or its consolidated Subsidiaries (including
        pursuant to any sale-and-leaseback arrangement) which is not sold or
         otherwise disposed of in the ordinary course of business and any gain
        (or loss) realized upon the sale or other disposition of any Capital
Stock of any Person;                                        

(v)   extraordinary gains or losses; and                                

(vi)  the cumulative effect of a change in accounting principles.       

Notwithstanding the foregoing, for the purposes of the covenant described under 
"Certain Covenants--Limitation on Restricted Payments" only, there shall be     
excluded from Consolidated Net Income any dividends, repayments of loans or     
advances or other transfers of assets from Unrestricted Subsidiaries to the     
Company or a Restricted Subsidiary to the extent such dividends, repayments or  
transfers increase the amount of Restricted Payments permitted under such       
covenant pursuant to clause (a)(3)(D) thereof.                                  

"Consolidated Net Worth" means the total of the amounts shown on the balance    
sheet of the Company and its consolidated Subsidiaries, determined on a         
consolidated basis in accordance with GAAP, as of the end of the most recent    
fiscal quarter of the Company ending at least 45 days prior to the taking of any
action for the purpose of which the determination is being made, as:            

(i)   the par or stated value of all outstanding Capital Stock of the   
Company plus                                                

    (ii)  paid-in capital or capital surplus relating to such Capital Stock plus

(iii) any retained earnings or earned surplus less (A) any accumulated  
   deficit and (B) any amounts attributable to Disqualified Stock.

"Currency Agreement" means, with respect to any Person, any foreign exchange    
contract, currency swap agreement or other similar agreement to which such      
Person is a party or a beneficiary.                                             

"Default" means any event which is, or after notice or passage of time or both  
would be, an Event of Default.                                                  

"Designated Senior Indebtedness" means:                                         

(i)   the Bank Indebtedness and                                         

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(ii)  any other Senior Indebtedness of the Company which, at the date of
       determination, has an aggregate principal amount outstanding of, or
      under which, at the date of determination, the holders thereof are
     committed to lend up to, at least $10 million and is specifically
       designated by the Company in the instrument evidencing or governing
    such Senior Indebtedness as "Designated Senior Indebtedness" for
purposes of the Indenture.                                  

"Disqualified Stock" means, with respect to any Person, any Capital Stock which 
by its terms (or by the terms of any security into which it is convertible or   
for which it is exchangeable) or upon the happening of any event:               

(i)   matures or is mandatorily redeemable pursuant to a sinking fund   
obligation or otherwise,                                    

  (ii)  is convertible or exchangeable, at the option of the holder thereof,
for Indebtedness or Disqualified Stock or                   

(iii) is redeemable at the option of the holder thereof, in whole or in 
         part, in each case on or prior to the first anniversary of the Stated
Maturity of the Notes.                                      

"EBITDA" for any period means the sum of Consolidated Net Income plus           
Consolidated Interest Expense plus, without duplication, the following to the   
extent deducted in calculating such Consolidated Net Income:                    

  (i)   income tax expense (including Michigan Single Business Tax expense),

(ii)  depreciation expense,                                             

(iii) amortization expense and                                          

   (iv)  all other non-cash items reducing Consolidated Net Income (other than
     items that will require cash payments and for which an accrual or
      reserve is, or is required by GAAP to be, made), less all non-cash
   items increasing Consolidated Net Income, in each case for such
period.                                                     

Notwithstanding the foregoing, the provision for taxes based on the income or   
profits of, and the depreciation and amortization of, a Subsidiary of the       
Company shall be added to Consolidated Net Income to compute EBITDA only to the 
extent (and in the same proportion) that the net income of such Subsidiary was  
included in calculating Consolidated Net Income.                                

"Exchange Act" means the Securities Exchange Act of 1934, as amended.           

"Existing Preferred Stock" means the Series A $3.00 cumulative Preferred Stock  
issued by Lobdell and the Series B Preferred Stock issued by Lobdell in the     
aggregate amount of $50.7 million, less any shares of such preferred stock      
repurchased, redeemed or canceled subsequent to the Existing Senior Subordinated
Note Issue Date, as the terms of such preferred stock shall exist as of the     
Existing Senior Subordinated Note Issue Date.                                   

"Existing Indenture" means the Indenture, dated as of June 15, 1997, among the  
Company, the Subsidiary Guarantors and First Trust National Association (now    
known as U.S. Bank Trust National Association), as Trustee relating to the      
Existing Senior Subordinated Notes.                                             

"Existing Senior Subordinated Notes" means the Series A Notes and the Series B  
Notes.                                                                          

"Existing Senior Subordinated Note Issue Date" means June 24, 1997.             

"GAAP" means generally accepted accounting principles in the United States of   
America as in effect as of the Existing Senior Subordinated Note Issue Date,    
including those set forth in:                                                   

   (i)   the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants,     

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 (ii)  statements and pronouncements of the Financial Accounting Standards
Board and                                                   

(iii) such other statements by such other entity as approved by a       
significant segment of the accounting profession.           

"Guarantee" means any obligation, contingent or otherwise, of any Person        
directly or indirectly guaranteeing any Indebtedness or other obligation of any 
Person and any obligation, direct or indirect, contingent or otherwise, of such 
Person:                                                                         

(i)   to purchase or pay (or advance or supply funds for the purchase or
    payment of) such Indebtedness or other obligation of such Person
 (whether arising by virtue of partnership arrangements, or by
     agreements to keep-well, to purchase assets, goods, securities or
          services, to take-or-pay or to maintain financial statement conditions
or otherwise) or                                            

(ii)  entered into for the purpose of assuring in any other manner the  
   obligee of such Indebtedness or other obligation of the payment
          thereof or to protect such obligee against loss in respect thereof (in
         whole or in part); provided, however, that the term "Guarantee" shall
      not include endorsements for collection or deposit in the ordinary
course of business.                                         

The term "Guarantee" used as a verb has a corresponding meaning. The term       
"Guarantor" shall mean any Person Guaranteeing any obligation.                  

"Hedging Obligations" of any Person means the obligations of such Person        
pursuant to any Interest Rate Agreement or Currency Agreement.                  

"Holder" or "Noteholder" means the Person in whose name a Note is registered on 
the Registrar's books.                                                          

"Incur" means issue, assume, Guarantee, incur or otherwise become liable for;   
provided, however, that any Indebtedness or Capital Stock of a Person existing  
at the time such Person becomes a Subsidiary (whether by merger, consolidation, 
acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at  
the time it becomes a Subsidiary; provided, further, however, that in the case  
of a discount security, neither the accrual of interest nor the accretion of    
original issue discount shall be considered an Incurrence of Indebtedness, but  
the entire face amount of such security shall be deemed Incurred upon the       
issuance of such security. The term "Incurrence" when used as a noun shall have 
a correlative meaning.                                                          

"Indebtedness" means, with respect to any Person on any date of determination   
(without duplication):                                                          

  (i)   the principal of and premium (if any) in respect of (A) indebtedness
       of such Person for money borrowed and (B) indebtedness evidenced by
         notes, debentures, bonds or other similar instruments for the payment
of which such Person is responsible or liable;              

    (ii)  all Capital Lease Obligations of such Person and all Attributable Debt
          in respect of Sale/Leaseback Transactions entered into by such Person;

(iii) all obligations of such Person issued or assumed as the deferred  
purchase price of property or services, all conditional sale
       obligations of such Person and all obligations of such Person under
        any title retention agreement (but excluding trade accounts payables
          arising in the ordinary course of business and which are not more than
 90 days past due and not in dispute), which purchase price or
         obligation is due more than six months after the date of placing such
   property in service or taking delivery and title thereto or the
          completion of such services (provided that, in the case of obligations
      of an acquired Person assumed in connection with an acquisition of
       such Person, such obligations would constitute Indebtedness of such
Person);                                                    

    (iv)  all obligations of such Person for the reimbursement of any obligor on
any letter of credit, banker's acceptance or similar credit 
         transaction (other than obligations with respect to letters of credit
         securing obligations (other than obligations described in (i) through
        (iii) above) entered into in the ordinary course of business of such
         Person to the extent such letters of credit are not drawn upon or, if
          and to the extent drawn upon, such drawing is reimbursed no later than
       the tenth Business Day following receipt by such Person of a demand
 for reimbursement following payment on the letter of credit);

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(v)   the amount of all obligations of such Person with respect to the  
       redemption, repayment or other repurchase of any Disqualified Stock
          or, with respect to any Subsidiary of such Person, any Preferred Stock
(but excluding, in each case, any accrued dividends);       

   (vi)  all obligations of the type referred to in clauses (i) through (v) of
       other Persons and all dividends of other Persons for the payment of
         which, in either case, such Person is responsible or liable, directly
         or indirectly, as obligor, guarantor or otherwise, including by means
of any Guarantee;                                           

    (vii) all obligations of the type referred to in clauses (i) through (vi) of
      other Persons secured by any Lien on any property or asset of such
          Person (whether or not such obligation is assumed by such Person), the
        amount of such obligation being deemed to be the lesser of the value
          of such property or assets or the amount of the obligation so secured;
and                                                         

(viii) to the extent not otherwise included in this definition, Hedging   
Obligations of such Person.                                 

The amount of Indebtedness of any Person at any date shall be the outstanding   
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the    
obligation, of any contingent obligations as described above at such date;      
provided, however, that the amount outstanding at any time of any Indebtedness  
issued with original issue discount shall be deemed to be the face amount of    
such Indebtedness less the remaining unamortized portion of the original issue  
discount of such Indebtedness at such time as determined in conformity with     
GAAP.                                                                           

"Interest Rate Agreement" means any interest rate swap agreement, interest rate 
cap agreement or other financial agreement or arrangement designed to protect   
the Company or any Restricted Subsidiary against fluctuations in interest rates.

"Investment" in any Person means any direct or indirect advance, loan (other    
than advances to customers in the ordinary course of business that are recorded 
as accounts receivable on the balance sheet of such Person) or other extensions 
of credit (including by way of Guarantee or similar arrangement) or capital     
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any  
purchase or acquisition of Capital Stock, Indebtedness or other similar         
instruments issued by such Person. For purposes of the definition of            
"Unrestricted Subsidiary," the definition of "Restricted Payment" and the       
covenant described under "Certain Covenants - Limitation on Restricted          
Payments,"                                                                      

    (i)   "Investment" shall include the portion (proportionate to the Company's
       equity interest in such Subsidiary) of the fair market value of the
     net assets of any Subsidiary of the Company at the time that such
  Subsidiary is designated an Unrestricted Subsidiary; provided,
         however, that upon a redesignation of such Subsidiary as a Restricted
 Subsidiary, the Company shall be deemed to continue to have a
    permanent "Investment" in an Unrestricted Subsidiary equal to an
        amount (if positive) equal to (x) the Company's "Investment" in such
     Subsidiary at the time of such redesignation less (y) the portion
          (proportionate to the Company's equity interest in such Subsidiary) of
          the fair market value of the net assets of such Subsidiary at the time
of such redesignation; and                                  

  (ii)  any property transferred to or from an Unrestricted Subsidiary shall
       be valued at its fair market value at the time of such transfer, in
    each case as determined in good faith by the Board of Directors.

"Issue Date" means December 8, 1998.                                            

"Legal Holiday" means a Saturday, a Sunday or a day on which banking            
institutions are not required to be open in the State of New York.              

"Lien" means any mortgage, pledge, security interest, encumbrance, lien or      
charge of any kind (including any conditional sale or other title retention     
agreement or lease in the nature thereof).                                      

"Net Available Cash" from an Asset Disposition means cash payments received by  
the Company or any of its Subsidiaries therefrom (including any cash payments   
received by way of deferred payment of principal pursuant to a note or          
installment receivable or otherwise, but only as and when received, but         
excluding any other consideration received in the form of assumption by the     
acquiring Person of Indebtedness or other obligations relating to such          
properties or assets or received in any other noncash form) in each case net of:

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(i)   all legal, title and recording tax expenses, commissions and other
   fees and expenses incurred, and all Federal, state, provincial,
         foreign and local taxes required to be paid or accrued as a liability
under GAAP, as a consequence of such Asset Disposition,     

  (ii)  all payments made on any Indebtedness which is secured by any assets
          subject to such Asset Disposition, in accordance with the terms of any
          Lien upon or other security agreement of any kind with respect to such
         assets, or which must by its terms, or in order to obtain a necessary
          consent to such Asset Disposition, or by applicable law, be repaid out
of the proceeds from such Asset Disposition,                

  (iii) all distributions and other payments required to be made to minority
          interest holders in Subsidiaries or Joint Ventures as a result of such
Asset Disposition and                                       

(iv)  the deduction of appropriate amounts provided by the seller as a  
        reserve, in accordance with GAAP, against any liabilities associated
        with the property or other assets disposed in such Asset Disposition
       and retained by the Company or any Restricted Subsidiary after such
         Asset Disposition, including without limitation liabilities under any
       indemnification obligations associated with such Asset Disposition.

"Net Cash Proceeds," with respect to any issuance or sale of Capital Stock,     
means the cash proceeds of such issuance or sale net of attorneys fees,         
accountants fees, underwriters' or placement agents' fees, discounts or         
commissions and brokerage, consultant and other fees actually incurred in       
connection with such issuance or sale and net of taxes paid or payable as a     
result thereof.                                                                 

"Obligations" means all present and future obligations for principal, premium,  
interest (including, without limitation, any interest accruing subsequent to the
filing of a petition of bankruptcy at the rate provided for in the documentation
with respect thereto, whether or not such interest is an allowed claim under    
applicable law), penalties, fees, indemnifications, reimbursements (including,  
without limitation, all reimbursement and other obligation pursuant to any      
letters of credit, bankers acceptances or similar instruments or documents),    
damages and other liabilities payable under the documentation at any time       
governing any indebtedness.                                                     

"Permitted Holders" means:                                                      

    (i)   any of Selwyn Isakow, his spouse and any of his lineal descendants and
        their respective spouses (collectively, the "Isakow Family") whether
         acting in their own name or as one or as a majority of persons having
  the power to exercise the voting rights attached to, or having
investment power over, shares held by others,               

(ii)  any controlled Affiliate of any member of the Isakow Family, and  

   (iii) any trust solely for the benefit of one or more members of the Isakow
          Family (whether or not any member of the Isakow Family is a trustee of
such trust).                                                

"Permitted Investment" means an Investment by the Company or any Restricted     
Subsidiary in:                                                                  

(i)   the Company,                                                      

    (ii)  a Restricted Subsidiary or a Person that will, upon the making of such
       Investment, become a Restricted Subsidiary; provided, however, that
   the primary business of such Restricted Subsidiary is a Related
Business;                                                   

   (iii) another Person if as a result of such Investment such other Person is
       merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, the Company or a Restricted
         Subsidiary; provided, however, that such Person's primary business is
a Related Business;                                         

(iv)  Temporary Cash Investments;                                       

(v)   receivables owing to the Company or any Restricted Subsidiary if  
         created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; provided,
        however, that such trade terms may include such concessionaire trade
terms as the Company or any such Restricted Subsidiary deems
reasonable under the circumstances;                         

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(vi)  payroll, travel and similar advances to cover matters that are    
     expected at the time of such advances ultimately to be treated as
      expenses for accounting purposes and that are made in the ordinary
course of business;                                         

    (vii) loans or advances to employees made in the ordinary course of business
    consistent with past practices of the Company or such Restricted
Subsidiary;                                                 

(viii) stock, obligations or securities received in settlement of debts   
          created in the ordinary course of business and owing to the Company or
any Restricted Subsidiary or in satisfaction of judgments;  

   (ix)  Persons other than Restricted Subsidiaries that are primarily engaged
   in a Related Business, in an aggregate amount not to exceed $15
          million (to the extent utilized for an Investment, such amount will be
          reinstated to the extent that the Company or any Restricted Subsidiary
        receives dividends, repayments of loans or other transfers of assets
as a return of such Investment);                            

  (x)   any Person to the extent such Investment is received in exchange for
      the transfer to such Person of the assets owned as of the Existing
          Senior Subordinated Note Issue Date by Laserweld International L.L.C.;
and                                                         

(xi)  any Person to the extent such Investment represents the non-cash  
     portion of the consideration received for an Asset Disposition as
         permitted pursuant to the covenant described under "Certain Covenants
- Limitation on Sales of Assets and Subsidiary Stock."      

"Person" means any individual, corporation, partnership, joint venture,         
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.             

"Preferred Stock," as applied to the Capital Stock of any corporation, means    
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets upon any       
voluntary or involuntary liquidation or dissolution of such corporation, over   
shares of Capital Stock of any other class of such corporation.                 

"Principal" of a Note means the principal of the Note, plus the premium, if any,
payable on the Note which is due or overdue or is to become due at the relevant 
time.                                                                           

"Public Equity Offering" means an underwritten primary public offering of common
stock of the Company pursuant to an effective registration statement under the  
Securities Act.                                                                 

"Public Market" means any time after:                                           

(i)   a Public Equity Offering has been consummated and                 

  (ii)  at least 10% of the total issued and outstanding common stock of the
      Company has been distributed by means of an effective registration
          statement under the Securities Act or sales pursuant to Rule 144 under
the Securities Act.                                         

"Purchase Money Indebtedness" mean Indebtedness:                                

(i)   consisting of the deferred purchase price of property, conditional
      sale obligations, obligations under any title retention agreement,
  other purchase money obligations and obligations in respect of
        industrial revenue bonds or similar Indebtedness, in each case where
     the maturity of such Indebtedness does not exceed the anticipated
useful life of the asset being financed, and                

(ii)  incurred to finance the acquisition by the Company or a Restricted
   Subsidiary of such asset, including additions and improvements;
        provided, however, that any Lien arising in connection with any such
       Indebtedness shall be limited to the specified asset being financed
         or, in the case of real property or fixtures, including additions and
        improvements, the real property on which such asset is attached; and
         provided, further, however, that such Indebtedness is Incurred within
  90 days after such acquisition of such asset by the Company or
Restricted Subsidiary.                                      

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"Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, 
refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness
in exchange or replacement for, such Indebtedness. "Refinanced" and             
"Refinancing" shall have correlative meanings.                                  

"Refinancing Indebtedness" means Indebtedness that Refinances any Indebtedness  
of the Company or any Restricted Subsidiary existing on the Existing Senior     
Subordinated Note Issue Date or Incurred in compliance with the Existing        
Indenture; provided, however, that:                                             

 (i)   such Refinancing Indebtedness has a Stated Maturity no earlier than
the Stated Maturity of the Indebtedness being Refinanced,   

(ii)  such Refinancing Indebtedness has an Average Life at the time such
         Refinancing Indebtedness is Incurred that is equal to or greater than
the Average Life of the Indebtedness being Refinanced and   

    (iii) such Refinancing Indebtedness has an aggregate principal amount (or if
         Incurred with original issue discount, an aggregate issue price) that
  is equal to or less than the aggregate principal amount (or if
        Incurred with original issue discount, the aggregate accredit value)
        then outstanding or committed (plus fees and expenses, including any
          premium and defeasance costs) under the Indebtedness being Refinanced;
      provided further, however, that Refinancing Indebtedness shall not
         include (x) Indebtedness of a Subsidiary that Refinances Indebtedness
     of the Company or (y) Indebtedness of the Company or a Restricted
          Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

"Related Business" means any business related, ancillary or complementary (as   
determined in good faith by the Board of Directors) to the businesses of the    
Company and the Restricted Subsidiaries on the Series A/B Issue Date.           

"Representative" means any trustee, agent or representative (if any) for an     
issue of Senior Indebtedness of the Company.                                    

"Restricted Payment" means, with respect to any Person:                         

    (i)   the declaration or payment of any dividends or any other distributions
   on or in respect of its Capital Stock (including any payment in
         connection with any merger or consolidation involving such Person) or
         similar payment to the holders of its Capital Stock, except dividends
    or distributions payable solely in its Capital Stock (other than
     Disqualified Stock) and except dividends or distributions payable
  solely to the Company or a Restricted Subsidiary (and, if such
        Restricted Subsidiary is not wholly owned, to its other shareholders
        on a pro rata basis or on a basis that results in the receipt by the
       Company or a Restricted Subsidiary of dividends or distributions of
greater value than it would receive on a pro rata basis),   

   (ii)  the purchase, redemption or other acquisition or retirement for value
    of any Capital Stock of the Company held by any Person or of any
         Capital Stock of a Restricted Subsidiary held by any Affiliate of the
        Company (other than a Restricted Subsidiary), including the exercise
        of any option to exchange any Capital Stock (other than into Capital
Stock of the Company that is not Disqualified Stock),       

   (iii) the purchase, repurchase, redemption, defeasance or other acquisition
   or retirement for value, prior to scheduled maturity, scheduled
   repayment or scheduled sinking fund payment of any Subordinated
         Obligations (other than the purchase, repurchase or other acquisition
         of Subordinated Obligations purchased in anticipation of satisfying a
        sinking fund obligation, principal installment or final maturity, in
each case due within one year of the date of acquisition) or

(iv)  the making of any Investment in any Person (other than a Permitted
Investment).                                                

"Restricted Subsidiary" means any Subsidiary of the Company that is not an      
Unrestricted Subsidiary.                                                        

"Sale/Leaseback Transaction" means an arrangement relating to property now owned
or hereafter acquired whereby the Company or a Restricted Subsidiary transfers  
such property to a Person and the Company or a Restricted Subsidiary leases it  
from such Person.                                                               

"SEC" means the Securities and Exchange Commission.                             

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"Secured Indebtedness" means any Indebtedness of the Company secured by a Lien. 
"Secured Indebtedness" of any Subsidiary Guarantor has a correlative meaning.   

"Senior Credit Facility" means the credit agreement dated as of June 24, 1997,  
between the Company, the lenders and other persons party thereto and NBD Bank,  
as Agent, together with the related documents thereto executed at any time      
(including, without limitation, any guarantee agreements, security agreements   
and other collateral documents) and the credit facilities thereunder, in each   
case as such documents may be amended (including, without limitation, any       
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,        
replacing or otherwise restructuring (including, without limitation, increasing 
the amount of available borrowings thereunder (provided that such increase in   
borrowings is permitted by the covenant described under "Certain Covenants -    
Limitation on Indebtedness") or adding subsidiaries as additional borrowers or  
guarantors thereunder).                                                         

"Senior Indebtedness" of the Company means:                                     

(i)   all Bank Indebtedness of the Company, whether outstanding on the  
        Existing Senior Subordinated Note Issue Date or thereafter Incurred,
         including the Guarantees by the Company of all Bank Indebtedness, and

  (ii)  accrued and unpaid interest (including interest accruing on or after
  the filing of any petition in bankruptcy or for reorganization
  relating to the Company whether or not a claim for post-filing
          interest is allowed in such proceeding) in respect of (A) indebtedness
       of the Company for money borrowed and (B) indebtedness evidenced by
         notes, debentures, bonds or other similar instruments for the payment
of which the Company is responsible or liable unless, in the
       instrument creating or evidencing the same or pursuant to which the
 same is outstanding, it is provided that such obligations are
         subordinate in right of payment to the Notes; provided, however, that
   Senior Indebtedness shall not include (1) any obligation of the
          Company to any Subsidiary, (2) any liability for Federal, state, local
         or other taxes owed or owing by the Company, (3) any accounts payable
        or other liability to trade creditors arising in the ordinary course
       of business (including guarantees thereof or instruments evidencing
   such liabilities), (4) any Indebtedness of the Company (and any
        accrued and unpaid interest in respect thereof) which is subordinate
        or junior in any respect (other than as a result of the Indebtedness
         being unsecured) to any other Indebtedness or other obligation of the
   Company, including any Senior Subordinated Indebtedness and any
     Subordinated Obligations, (5) any obligations with respect to any
         Capital Stock, (6) that portion of any Indebtedness which at the time
      of Incurrence is Incurred in violation of the Indenture or (7) the
          Notes or the Existing Senior Subordinated Notes. "Senior Indebtedness"
of any Subsidiary Guarantor has a correlative meaning.      

"Senior Subordinated Indebtedness" of the Company means the Notes, the Existing 
Senior Subordinated Notes and any other Obligations under or in connection with 
the Notes, the Existing Senior Subordinated Notes, the Indenture, the Existing  
Indenture and/or any related agreements, documents or instruments, whether now  
owing or hereafter incurred or owing and any other Indebtedness of the Company  
that specifically provides that such Indebtedness is to rank pari passu with the
Notes in right of payment and is not subordinated by its terms in right of      
payment to any Indebtedness or other obligation of the Company which is not     
Senior Indebtedness. "Senior Subordinated Indebtedness" of any Subsidiary       
Guarantor has a correlative meaning.                                            

"Series A Notes: means the $125 million aggregate principal amount of 10 1/8%   
Senior Subordinated Notes due 2007 issued by the Company on June 24, 1997 under 
the Existing Indenture.                                                         

"Series B Notes" means the $35 million aggregate principal amount of 10 1/8%    
Senior Subordinated Notes due 2007 issued by the Company on April 1, 1998 under 
the Existing Indenture.                                                         

"Significant Subsidiary" means any Restricted Subsidiary that would be a        
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under   
Regulation S-X promulgated by the SEC.                                          

"Stated Maturity" means, with respect to any security, the date specified in    
such security as the fixed date on which the final payment of principal of such 
security is due and payable, including pursuant to any mandatory redemption     
provision (but excluding any provision providing for the repurchase of such     
security at the option of the holder thereof upon the happening of any          
contingency unless such contingency has occurred).                              

"Subordinated Obligation" means any Indebtedness of the Company (whether        
outstanding on the Issue Date or thereafter Incurred) which is subordinate or   
junior in right of payment to the Notes and the Existing Senior Subordinated    
Notes pursuant to a written agreement to that effect. "Subordinated Obligation" 
of any Subsidiary Guarantor has a correlative meaning.                          

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"Subsidiary" means, in respect of any Person, any corporation, association,     
partnership or other business entity of which more than 50% of the total voting 
power of shares of Capital Stock or other interests (including partnership      
interests) entitled (without regard to the occurrence of any contingency) to    
vote in the election of directors, managers or trustees thereof is at the time  
owned or controlled, directly or indirectly, by                                 

(i)   such Person,                                                      

(ii)  such Person and one or more Subsidiaries of such Person or        

(iii) one or more Subsidiaries of such Person.                          

"Subsidiary Guaranty" means the Guarantee by a Subsidiary Guarantor of the      
Company's obligations with respect to the Notes and/or the Existing Senior      
Subordinated Notes.                                                             

"Subsidiary Guarantor" means each Subsidiary designated as such on the signature
pages of the Indenture and any other Subsidiary that has issued a Subsidiary    
Guaranty.                                                                       

"Temporary Cash Investments" means any of the following:                        

  (i)   any investment in direct obligations of the United States of America
        or any agency thereof or obligations guaranteed by the United States
of America or any agency thereof,                           

(ii)  investments in time deposit accounts, certificates of deposit and 
 money market deposits maturing within 180 days of the date of
  acquisition thereof issued by a bank or trust company which is
       organized under the laws of the United States of America, any state
       thereof or any foreign country recognized by the United States, and
          which bank or trust company has capital, surplus and undivided profits
 aggregating in excess of $50,000,000 (or the foreign currency
       equivalent thereof) and has outstanding debt which is rated "A" (or
        such similar equivalent rating) or higher by at least one nationally
      recognized statistical rating organization (as defined in Rule 436
      under the Securities Act) or any money-market fund sponsored by an
registered broker dealer or mutual fund distributor,        

(iii) repurchase obligations with a term of not more than 30 days for   
    underlying securities of the types described in clause (i) above
    entered into with a bank meeting the qualifications described in
clause (ii) above,                                          

   (iv)  investments in commercial paper, maturing not more than 90 days after
   the date of acquisition, issued by a corporation (other than an
          Affiliate of the Company) organized and in existence under the laws of
      the United States of America, any State thereof or the District of
      Columbia or any foreign country recognized by the United States of
        America with a rating at the time as of which any investment therein
        is made of "P-1" (or higher) according to Moody's Investors Service,
      Inc. or "A-1" (or higher) according to Standard and Poor's Ratings
Group, and                                                  

  (v)   investments in securities with maturities of six months or less from
    the date of acquisition issued or fully guaranteed by any state,
        commonwealth or territory of the United States of America, or by any
         political subdivision or taxing authority thereof, and rated at least
      "A" by Standard & Poor's Ratings Group or "A" by Moody's Investors
Service, Inc.                                               

"Tooling Indebtedness" means all present and future Indebtedness of the Company 
or any Restricted Subsidiary the proceeds of which are utilized to finance dies,
molds, tooling and similar items (collectively "Tooling") for which the sales of
such Tooling is covered under specific written purchase orders or agreements    
between the Company or any Restricted Subsidiary and the purchaser of such      
Tooling.                                                                        

"Unrestricted Subsidiary" means:                                                

   (i)   any Subsidiary of the Company that at the time of determination shall
         be designated an Unrestricted Subsidiary by the Board of Directors in
the manner provided below and                               

(ii)  any Subsidiary of an Unrestricted Subsidiary.                     

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The Board of Directors may designate any Subsidiary of the Company (including   
any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary 
unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or     
Indebtedness of, or holds any Lien on any property of, the Company or any other 
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so   
designated; provided, however, that either (A) the Subsidiary to be so          
designated has total assets of $1,000 or less or (B) if such Subsidiary has     
assets greater than $1,000, such designation would be permitted under the       
covenant described under "Certain Covenants - Limitation on Restricted          
Payments." The Board of Directors may designate any Unrestricted Subsidiary to  
be a Restricted Subsidiary; provided, however, that immediately after giving    
effect to such designation (x) the Company could Incur $1.00 of additional      
Indebtedness under paragraph (a) of the covenant described under "Certain       
Covenants - Limitation on Indebtedness" and (y) no Default shall have occurred  
and be continuing. Any such designation by the Board of Directors shall be      
notified by the Company to the Trustee by promptly filing with the Trustee a    
copy of the board resolution giving effect to such designation and an Officers' 
Certificate certifying that such designation complied with the foregoing        
provisions.                                                                     

"U.S. Government Obligations" means direct obligations (or certificates         
representing an ownership interest in such obligations) of the United States of 
America (including any agency or instrumentality thereof) for the payment of    
which the full faith and credit of the United States of America is pledged and  
which are not callable at the issuer's option.                                  

"Voting Stock" of a Person means all classes of Capital Stock or other interests
(including partnership interests) of such Person then outstanding and normally  
entitled (without regard to the occurrence of any contingency) to vote in the   
election of directors, managers or trustees thereof.                            

"Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital Stock of
which (other than directors' qualifying shares) is owned by the Company and/or  
one or more Wholly Owned Subsidiaries.                                          

 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

    The following discussion summarizes the certain United States federal income
tax consequences of the Exchange Offer to a holder of Existing Notes that is an 
individual citizen or resident (within the meaning of Section 7701(b) of the    
Internal Revenue Code of 1986, as amended to the date hereof (the "Code")) of   
the United States or a United States corporation that purchased the Existing    
Notes pursuant to their original issue (a "U.S. Holder"). It is based on the    
Code, existing and proposed Treasury regulations, and judicial and              
administrative determinations, all of which are subject to change at any time,  
possibly on a retroactive basis. The following relates only to the Existing     
Notes, and the Series D Notes received therefor, that are held as "capital      
assets" within the meaning of Section 1221 of the Code by U.S. Holders. It does 
not discuss state, local, or foreign tax consequences, nor does it discuss tax  
consequences to categories of holders that are subject to special rules, such as
foreign persons, tax-exempt organizations, insurance companies, banks, and      
dealers in stocks and securities. Tax consequences may vary depending on the    
particular status of an investor. No rulings will be sought from the Internal   
Revenue Service with respect to the federal income tax consequences of the      
Exchange Offer.                                                                 

THIS SECTION DOES NOT PURPORT TO DEAL WITH ALL ASPECTS OF FEDERAL INCOME
TAXATION THAT MAY BE RELEVANT TO AN INVESTOR'S DECISION TO EXCHANGE EXISTING    
NOTES FOR SERIES D NOTES. EACH INVESTOR SHOULD CONSULT WITH ITS OWN TAX ADVISOR 
CONCERNING THE APPLICATION OF THE FEDERAL INCOME TAX LAWS AND OTHER TAX LAWS TO 
ITS PARTICULAR SITUATION BEFORE DETERMINING WHETHER TO EXCHANGE EXISTING NOTES  
FOR SERIES D NOTES.                                                             

ADDITIONALLY, THE COMPANY DOES NOT BELIEVE, BASED ON THE FACTS AND      
CIRCUMSTANCES OF THE EXCHANGE, THE LEGAL RIGHTS OR OBLIGATIONS THAT ARE ALTERED 
AND THE DEGREE TO WHICH THEY ARE ALTERED ARE ECONOMICALLY SIGNIFICANT.          
ACCORDINGLY, THE COMPANY BELIEVES THAT THE EXCHANGE OF THE EXISTING NOTES FOR   
SERIES D NOTES WOULD NOT BE CONSIDERED A SIGNIFICANT MODIFICATION UNDER TREAS.  
REG. SECTION 1.1001-3. HOWEVER, NEITHER A LETTER RULING FROM THE INTERNAL       
REVENUE SERVICE NOR AN OPINION OF COUNSEL HAS NOT BEEN REQUESTED. EACH INVESTOR 
SHOULD CONSULT WITH ITS OWN TAX ADVISOR CONCERNING THE APPLICATION OF TREAS.    
REG. SECTION 1.1001-3, AS WELL AS OTHER TAX LAWS TO ITS PARTICULAR SITUATION    
BEFORE DETERMINING WHETHER TO EXCHANGE EXISTING NOTES FOR SERIES D NOTES.       

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THE EXCHANGE OFFER                                                              

The exchange of Existing Notes pursuant to the Exchange Offer should be 
treated as a continuation of the corresponding Existing Notes because the terms 
of the Series D Notes are not materially different from the terms of the        
Existing Notes. Accordingly, it is the Company's belief that such exchange will 
not constitute a taxable event to U.S. Holders and, therefore,                  

   (i)   no gain or loss should be realized by a U.S. Holder upon receipt of a
Series D Note,                                              

(ii)  the holding period of the Series D Note should include the holding
period of the Existing Note exchanged therefor and          

   (iii) the adjusted tax basis of the Series D Note should be the same as the
          adjusted tax basis of the Existing Note exchanged therefor immediately
before the exchange.                                        

STATED INTEREST                                                                 

Stated interest on a Series D Note will be taxable to a U.S. Holder as  
ordinary interest income at the time that such interest accrues or is received, 
in accordance with the U.S. Holder's regular method of accounting for federal   
income tax purposes. The Existing Notes are not considered to have been issued  
with original issue discount for federal income tax purposes, and there will be 
no original issue discount with respect to the Series D Notes.                  

PREMIUM                                                                         

    The Series B Notes and the Series C Notes were issued for an amount that, at
the time of issuance, was in excess of the amount payable at the maturity date  
of the Series B Notes and the Series C Notes. Therefore, a U.S. Holder of Series
D Notes received in exchange for Series B Notes or Series C Notes will be       
treated as holding Series D Notes at a premium.                                 

  A U.S. Holder generally may elect to amortize the premium over the term of
the Series D Note on a constant yield method. The amount amortized in any year  
will be treated as a reduction of the U.S. Holder's interest income from the    
Series D Note. The U.S. Holder's adjusted tax basis in the Series D Note will be
reduced to the extent of the deduction of amortizable bond premium. Premium on a
Series D Note held by a U.S. Holder that does not make such an election to      
amortize will decrease the gain or increase the loss otherwise recognized on    
disposition of the Series D Note.                                               

    U.S. Holders otherwise permitted to report income under the "cash method" of
accounting should carefully consider the advisability of such an election to    
amortize premium, since it would not permit them to report interest income from 
the Series D Note using the cash method and, accordingly, it may result in an   
acceleration of interest income from a Series D Note.                           

The election to amortize premium on a constant yield method, once made, 
applies to all debt obligations held or subsequently acquired by the electing   
U.S. Holder on or after the first day of the first taxable year to which the    
election applies and may not be revoked without the consent of the Internal     
Revenue Service.                                                                

MARKET DISCOUNT                                                                 

 A U.S. Holder of a Note, other than an initial Holder, will be treated as
holding the Note at a market discount (a "Market Discount Note") if the amount  
for which such U.S. Holder purchased the Note is less than the Note's principal 
amount, subject to a de minimis rule.                                           

 In general, any partial payment on, or gain recognized on the maturity or
disposition of, a Market Discount Note will be treated as ordinary income to the
extent that such gain does not exceed the accrued market discount on such Note. 
Alternatively, a U.S. Holder of a Market Discount Note may elect to include     
market discount in income currently over the life of the Market Discount Note.  
Such an election applies to all debt instruments with market discount acquired  
by the electing U.S. Holder on or after the first day of the first taxable year 
to which the election applies and may not be revoked without the consent of the 
Internal Revenue Service.                                                       

Market discount accrues on a straight-line basis, unless the U.S. Holder
elects to accrue such discount on a constant yield to maturity basis. Such an   
election is applicable only to the Note with respect to which it is made and is 
irrevocable. A U.S. Holder of a                                                 

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Market Discount Note that does not elect to include market discount in income   
currently, generally will be required to defer deductions for interest on       
borrowings allocable to such Note, in an amount not exceeding the accrued market
discount on such Note, until the maturity or disposition of such Note.          

SALE, EXCHANGE OR RETIREMENT OF THE NOTES                                       

  A U.S. Holder's tax basis in a Series D Note generally will be its cost. A
U.S. Holder generally will recognize gain or loss on the sale, exchange or      
retirement of a Series D Note in an amount equal to the difference between the  
amount realized on the sale, exchange or retirement and the tax basis of the    
Series D Note. Gain or loss recognized on the sale, exchange or retirement of a 
Series D Note (excluding amounts received in respect of accrued interest, which 
will be taxable as ordinary interest income) generally will be capital gain or  
loss and will be long-term capital gain or loss if the Series D Note was held   
for more than one year.                                                         

BACKUP WITHHOLDING                                                              

    Under certain circumstances, a U.S. Holder of a Series D Note may be subject
to "backup withholding" at a 31% rate with respect to payments of interest      
thereon or the gross proceeds from the disposition thereof. This withholding    
generally applies if the U.S. Holder fails to furnish his or her social security
number or other taxpayer identification number in the specified manner and in   
certain other circumstances. Any amount withheld from a payment to a U.S. Holder
under the backup withholding rules is allowable as a credit against such U.S.   
Holder's federal income tax liability, provided that the required information is
furnished to the Internal Revenue Service. Corporations and certain other       
entities described in the Code and Treasury regulations are exempt from backup  
withholding if their exempt status is properly established.                     

PLAN OF DISTRIBUTION

    Each broker-dealer that receives Series D Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in     
connection with any resale of such Series D Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in    
connection with resales of Series D Notes received in exchange for Existing     
Notes where such Existing Notes were acquired as a result of market-making      
activities or other trading activities. Each of the Company and the Subsidiary  
Guarantors has agreed that, starting on the Expiration Date and ending on the   
close of business on the first anniversary of the Expiration Date, it will make 
this Prospectus, as amended or supplemented, available to any broker-dealer for 
use in connection with any such resale. In addition, until August 5, 1999 (90   
days after the date of this Prospectus), all dealers effecting transactions in  
the Series D Notes may be required to deliver a prospectus.                     

 Neither the Company nor any of the Subsidiary Guarantors will receive any
proceeds from any sale of Series D Notes by broker-dealers. Series D Notes      
received by broker-dealers for their own account pursuant to the Exchange Offer 
may be sold from time to time in one or more transactions in the                
over-the-counter market, in negotiated transactions, through the writing of     
options on the Series D Notes or a combination of such methods of resale, at    
market prices prevailing at the time of resale, at prices related to such       
prevailing market prices or negotiated prices. Any such resale may be made      
directly to purchasers or to or through brokers or dealers who may receive      
compensation in the form of commissions or concessions from any such            
broker-dealer or the purchasers of any such Series D Notes. Any broker-dealer   
that resells Series D Notes that were received by it for its own account        
pursuant to the Exchange Offer and any broker or dealer that participates in a  
distribution of such Series D Notes may be deemed to be an "underwriter" within 
the meaning of the Securities Act and any profit on any such resale of Series D 
Notes and any commissions or concessions received by any such persons may be    
deemed to be underwriting compensation under the Securities Act. The Letter of  
Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an         
"underwriter" within the meaning of the Securities Act.                         

For a period of one year after the Expiration Date, the Company will    
promptly send additional copies of this Prospectus and any amendment or         
supplement to this Prospectus to any broker-dealer that requests such documents 
in the Letter of Transmittal. The Company and each of the Subsidiary Guarantors 
have agreed to pay all expenses incident to the Exchange Offer (including the   
expenses of one counsel for the holders of the Series C Notes) other than       
commissions or concessions of any brokers or dealers and will indemnify the     
holders of the Series C Notes (including any broker-dealers) against certain    
liabilities, including liabilities under the Securities Act.                    

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LEGAL MATTERS 

 The validity of the Series D Notes offered hereby will be passed upon for
the Company by Dykema Gossett PLLC, Bloomfield Hills, Michigan. Rex E.          
Schlaybaugh, Jr. is a shareholder, the Vice Chairman of the Board and a director
of the Company. Mr. Schlaybaugh is a member of Dykema Gossett PLLC. Certain     
matters relating to the Subsidiary Guaranties and the application of Ontario law
to them will be passed upon for the Company by Fasken Campbell Godfrey, Toronto,
Ontario.                                                                        

 EXPERTS

   On March 28, 1997, PricewaterhouseCoopers LLP, independent accountants, was
selected by the Board of Directors of Oxford Automotive, Inc. to audit the      
financial statements of Oxford Automotive, Inc. for the fiscal year ended March 
31, 1997.                                                                       

  The consolidated financial statements of Oxford Automotive, Inc. as of and
for the years ended March 31, 1998 and 1997 included in this Prospectus have    
been so included in reliance on the report of PricewaterhouseCoopers LLP,       
independent accountants, given on the authority of said firm as experts in      
auditing and accounting.                                                        

 The consolidated financial statements of the Company as of March 31, 1996
and for the period from October 28, 1995 through March 31, 1996 appearing in    
this Prospectus and the related financial statement schedule included in the    
Exchange Offer Registration Statement have been audited by Deloitte & Touche    
LLP, independent auditors, as stated in their report appearing herein, and are  
included in reliance upon the report of such firm given upon their authority as 
experts in accounting and auditing.                                             

The consolidated financial statements of BMG North America Limited      
(Predecessor) for the period from April 1, 1995 through October 27, 1995        
appearing in this Prospectus and the related financial statement schedule       
included in the Exchange Offer Registration Statement have been audited by      
Deloitte & Touche LLP, independent auditors, as stated in their report appearing
herein, and are included in reliance upon the report of such firm given upon    
their authority as experts in accounting and auditing.                          

The consolidated financial statements of Lobdell Emery Corporation as of
December 31, 1996 and 1995 and for each of the three years in the period ended  
December 31, 1996 included in this Prospectus have been so included in reliance 
on the report of PricewaterhouseCoopers LLP, independent accountants, given on  
the authority of said firm as experts in auditing and accounting.               

  The financial statements of Howell Industries, Inc. as of and for the year
ended July 31, 1997 included in this Prospectus have been so included in        
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,  
given on the authority of said firm as experts in auditing and accounting.      

   The consolidated financial statements of RPI Holdings, Inc. as of March 31,
1997 and June 30, 1996 and for the nine-month period ended March 31, 1997 and   
year ended June 30, 1996 included in this Prospectus, have been so included in  
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,  
given on the authority of said firm as experts in auditing and accounting.      

The combined financial statements of the Suspension Division of Eaton   
Corporation as of December 31, 1997 and for the year then ended included in this
Prospectus have been so included in reliance on the report of                   
PricewaterhouseCoopers LLP, independent accountants, given on the authority of  
said firm as experts in auditing and accounting.                                

The financial statements of Cofimeta S.A. and its subsidiaries as of and
for the nine months ended September 30, 1998 and as of and for the years ended  
December 31, 1997 and 1996 included in this Prospectus have been so included in 
reliance on the report Coopers & Lybrand Audit, independent accountants, given  
on the authority of said firm as experts in auditing and accounting.            

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]

                                                                                                   PAGE 
                                                                                                   ---- 
                                                                                                        
OXFORD AUTOMOTIVE, INC.                                                                                 
Report of Independent Accountants ................................................................  F-3 
Independent Auditors' Report .....................................................................  F-4 
Consolidated Balance Sheets as of March 31, 1998, 1997 and 1996 and December 31, 1998                   
     (unaudited) .................................................................................  F-5 
Consolidated Statements of Operations for the years ended March 31, 1998 and 1997, the period           
     from October 28, 1995 through March 31, 1996 and the nine months ended December                    
     31, 1998 and 1997 (unaudited) for the Company; and for the period from                             
     April 1, 1995 through October 27, 1995 for the Predecessor ..................................  F-6 
Consolidated Statements of Changes in Shareholders' Equity (Net Capital Deficiency)                     
     and Comprehensive Income for the years ended March 31, 1998 and 1997, the                          
     period from October 28, 1995 through March 31, 1996 and the nine months                            
     ended December 31, 1998 (unaudited) for the Company; and for the period                            
     from April 1, 1995 through October 27, 1995 for the Predecessor .............................  F-7 
Consolidated Statements of Cash Flows for the years ended March 31, 1998 and 1997, the period           
     from October 28, 1995 through March 31, 1996 and the nine months ended December                    
     31, 1998 and 1997 (unaudited) for the Company; and for the period from                             
     April 1, 1995 through October 27, 1995 for the Predecessor ..................................  F-10
Notes to Consolidated Financial Statements .......................................................  F-11

OXFORD AUTOMOTIVE, INC.                                                                                 
Condensed consolidating financial information as of and for the nine months ended                       
     December 31, 1998 ...........................................................................  F-27

LOBDELL EMERY CORPORATION                                                                               
Report of Independent Accountants.................................................................  F-37
Consolidated Balance Sheets as of December 31, 1996 and 1995 .....................................  F-38
Consolidated Statements of Operations for the years ended December 31, 1996, 1995 and 1994 .......  F-39
Consolidated Statement of Changes in Shareholders' Equity for the years ended December 31, 1996,        
     1995 and 1994 ...............................................................................  F-40
Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994 .......  F-41
Notes to Consolidated Financial Statements .......................................................  F-42

HOWELL INDUSTRIES, INC.                                                                                 
Report of Independent Accountants ................................................................  F-52
Consolidated Balance Sheet as of July 31, 1997 ...................................................  F-53
Statement of Operations for the year ended July 31, 1997 .........................................  F-54
Statement of Shareholders' Equity for the year ended July 31, 1997 ...............................  F-55
Statement of Cash Flows for the year ended July 31, 1997 .........................................  F-56
Notes to Consolidated Financial Statements .......................................................  F-57

RPI HOLDINGS, INC.                                                                                      
Report of Independent Accountants ................................................................  F-63
Report of Independent Accountants ................................................................  F-64
Consolidated Balance Sheets as of  March 31, 1997,  June 30, 1996 and September 30, 1997                
     (unaudited) .................................................................................  F-65

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                                                                                                   PAGE
                                                                                                   ----
                                                                                                       
Consolidated Statements of Operations for the period from July 1, 1996 to March 31, 1997,              
     for the year ended June 30, 1996, and the six months ended September 30, 1997 and 1996            
     (unaudited) ................................................................................. F-66
Consolidated Statement of Changes in Shareholders' Equity for the period from July 1, 1996             
     to March 31, 1997, the period from July 1, 1995 to June 30, 1996, and for the six months          
     ended September 30, 1997 (unaudited) ........................................................ F-67
Consolidated Statements of Cash Flows for period from July 1, 1996 to                                  
     March 31, 1997, for the year ended June 30, 1996, and the six                                     
     months ended September 30, 1997 and 1996 (unaudited) ........................................ F-68
Notes to Consolidated Financial Statements ....................................................... F-69

SUSPENSION DIVISION OF EATON CORPORATION                                                               
Report of Independent Accountants ................................................................ F-76
Combined Balance Sheets as of December 31, 1997 and March 31, 1998 (unaudited) ................... F-77

Combined Statements of Operations for the year ended December 31, 1997, and for the three months       
     ended March 31, 1998 and 1997 (unaudited) ................................................... F-78
Combined Statements of Cash Flows for the year ended December 31, 1997, and for the three months       
     ended March 31, 1998 and 1997 (unaudited) ................................................... F-79
Notes to Combined Financial Statements ........................................................... F-80

COFIMETA S.A.                                                                                          
Independent Auditors Report ...................................................................... F-90
Consolidated Assets as of September 30, 1998 and December 31, 1997 ............................... F-91
Consolidated Liabilities as of September 30, 1998 and December 31, 1997 .......................... F-92
Consolidated Income Statements for the nine months ended September 30, 1998                            
      and the years ended December 31, 1997 and 1996 ............................................. F-93
Consolidated Cash Flow Statements for the nine months ended September 30, 1998 and                     
      the years ended December 31, 1997 and 1996 ................................................. F-94
Notes to Consolidated Financial Statements ....................................................... F-95

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors                                                       
and Shareholders of                                                             
Oxford Automotive, Inc.                                                         

In our opinion, the accompanying consolidated balance sheets and the related    
consolidated statements of operations, of changes in shareholders' equity and of
cash flows present fairly, in all material respects, the financial position of  
Oxford Automotive, Inc. and its subsidiaries (the Company) at March 31, 1998 and
1997 and the results of their operations and their cash flows for the years     
ended March 31, 1998 and 1997 in conformity with generally accepted accounting  
principles. These financial statements are the responsibility of the Company's  
management; our responsibility is to express an opinion on these financial      
statements based on our audits. We conducted our audits of these statements in  
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial    
statements, assessing the accounting principles used and significant estimates  
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed 
above.                                                                          

The financial statements of the Company as of March 31, 1996 and for the period 
from October 28, 1995 through March 31, 1996 and the financial statements of BMG
North America Limited (the Predecessor) for the period from April 1, 1995       
through October 27, 1995 were audited by other independent accountants whose    
report dated May 21, 1996 expressed an unqualified opinion on those statements. 

PRICE WATERHOUSE LLP                                                            
Bloomfield Hills, Michigan                                                      
June 22, 1998                                                                   

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INDEPENDENT AUDITORS' REPORT

To the Directors of                                                             
Oxford Automotive, Inc. and BMG North America Limited                           

We have audited the consolidated balance sheet of Oxford Automotive, Inc. as at 
March 31, 1996 and the consolidated statements of operations, changes in        
shareholders' equity and cash flows for the period from October 28, 1995 to     
March 31, 1996 for Oxford Automotive, Inc. and the consolidated statements of   
operations, changes in shareholders' equity and cash flows for the period from  
April 1, 1995 to October 27, 1995 for BMG North America Limited. These financial
statements are the responsibility of the management of Oxford Automotive, Inc.  
and BMG North America Limited. Our responsibility is to express an opinion on   
these financial statements based on our audits.                                 

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform an audit to obtain  
reasonable assurance whether the financial statements are free of material      
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion, these consolidated financial statements present fairly, in all  
material respects, the financial position of Oxford Automotive, Inc., as at     
March 30, 1996 and the results of its operations and its cash flows for the     
period from October 28, 1995 to March 31, 1996 and the results of BMG North     
America Limited's operations and its cash flows for the period from April 1,    
1995 to October 27, 1995 in accordance with U.S. generally accepted accounting  
principles.                                                                     

DELOITTE & TOUCHE LLP                                                           
Chartered Accountants                                                           

Kitchener, Ontario                                                              
May 21, 1996                                                                    

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OXFORD AUTOMOTIVE, INC.                                                         
CONSOLIDATED BALANCE SHEETS                                                     
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                              DECEMBER 31,             MARCH 31,             
                                                                                 1998          1998       1997        1996   
         ASSETS                                                              (UNAUDITED)                                     

                                                                                                                             
Current assets                                                                                                               
  Cash and cash equivalents                                                   $     318     $  18,321  $   9,671   $    --   
  Trade receivables, net                                                         86,336        65,273     47,626       8,338 
  Inventories                                                                    33,911        21,305     13,411       3,719 
  Refundable income taxes                                                         1,601         1,641                        
  Reimbursable tooling                                                           40,237        13,315      4,968       3,298 
  Deferred income taxes                                                           4,399         4,399      4,633             
  Unexpended bond proceeds                                                            6         4,159                        
  Prepaid expenses and other current assets                                       3,630         2,803      1,181             
                                                                              ---------     ---------  ---------   --------- 
                                                                                                                       1,354 
     TOTAL CURRENT ASSETS                                                       168,837       131,176     83,304      16,536 

Unexpended bond proceeds                                                                                   3,937             
Marketable securities                                                             8,092         8,627                        
Other noncurrent assets                                                          36,269        10,116      4,588       6,734 
Deferred income taxes                                                             7,918         6,405      5,087       6,139 
Property, plant and equipment, net                                              191,446       163,708    146,778      19,791 
                                                                              ---------     ---------  ---------   --------- 
     TOTAL ASSETS                                                             $ 412,562     $ 320,032  $ 243,694   $  49,200 
                                                                              =========     =========  =========   ========= 

           LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)                                                     
Current liabilities                                                                                                          
  Trade accounts payable                                                      $  54,428     $  52,214  $  31,421   $  14,570 
  Employee compensation                                                          10,918         4,808      4,986       1,883 
  Restructuring reserve                                                           3,019         6,363      7,050         608 
  Accrued expenses and other current liabilities                                 10,000        12,242      9,040       3,299 
  Current portion of borrowings                                                   3,411        10,965     24,274      11,258 
                                                                              ---------     ---------  ---------   --------- 
     TOTAL CURRENT LIABILITIES                                                   81,766        86,592     76,771      31,618 
Pension liability                                                                 5,470         4,727      3,631       1,080 
Postretirement medical benefits liability                                        41,427        35,992     33,467             
Deferred income taxes                                                            13,962        15,332     10,442             
Other noncurrent liabilities                                                      3,870         2,596      2,187          67 
Long-term borrowings -- less current portion                                    227,549       128,483     75,555      15,500 
                                                                              ---------     ---------  ---------   --------- 
     TOTAL LIABILITIES                                                          374,054       273,722    202,053      48,265 
                                                                              ---------     ---------  ---------   --------- 
Commitments and contingent liabilities (Note 15)                                                                             
Redeemable Series A $3.00 Cumulative Preferred Stock, $100 stated  value --                                                  
  457,541 shares authorized, 397,539 shares issued and outstanding in                                                        
  1998 and 457,541 shares issued and outstanding in 1997 (Notes 3 and 13)        40,586        40,192     36,012             
                                                                              ---------     ---------  ---------             
Redeemable Series B Preferred Stock, $100 stated value -- 49,938 shares                                                      
  authorized, no shares issued and outstanding in 1998 and 49,938                                                            
  shares issued and outstanding in 1997 (Notes 3 and 13)                                                   3,288             
                                                                              ---------     ---------  ---------             
SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)                                                                                
  Common stock, 400,000 shares authorized;  309,750 shares issued and                                                        
     outstanding at March 31, 1998 and 1997 and 75,000 shares issued                                                         
     and outstanding at March 31, 1996                                            1,050         1,050      1,050         750 
  Accumulated other comprehensive income                                         (6,178)          318       (281)       (230)
  Retained earnings                                                               3,050         4,750      1,572         415 
                                                                              ---------     ---------  ---------   --------- 
                                                                                 (2,078)        6,118      2,341         935 
                                                                              ---------     ---------  ---------   --------- 
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)       $ 412,562     $ 320,032  $ 243,694   $  49,200 
                                                                              =========     =========  =========   ========= 

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

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OXFORD AUTOMOTIVE, INC.                                                         

CONSOLIDATED STATEMENT OF OPERATIONS                                            
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                         COMPANY                                      PREDECESSOR   
                                        -------------------------------------------------------------------------  -----------------
                                         NINE MONTHS    NINE MONTHS                                 PERIOD FROM       PERIOD FROM   
                                            ENDED          ENDED       YEAR ENDED   YEAR ENDED   OCTOBER 28, 1995    APRIL 1, 1995  
                                        DECEMBER 31,    DECEMBER 31,    MARCH 31,    MARCH 31,        THROUGH           THROUGH     
                                            1998            1997          1998         1997       MARCH 31, 1996    OCTOBER 27, 1995
                                         (UNAUDITED)    (UNAUDITED)                                                                 

                                                                                                                                    
Net sales                                 $ 408,144      $ 295,530      $ 410,321      $ 136,861      $  35,572      $  49,043      

Cost of sales                               372,612        267,180        368,420        125,375         31,624         46,895      
                                          ---------      ---------      ---------      ---------      ---------      ---------      
GROSS PROFIT                                 35,532         28,350         41,901         11,486          3,948          2,148      

Selling, general and administrative          22,235         13,587         21,839          7,685          2,235          3,922      

Restructuring provision                       1,176                         1,610                                                   
                                          ---------      ---------                                                                  

Gain on sale of equipment                                                  (1,602)                                                  
                                          ---------      ---------      ---------      ---------                     ---------      

OPERATING INCOME                             12,121         14,763         20,054          3,801          1,713         (1,774)     

Other income (expense)                                                                                                              

Interest expense                            (14,255)        (7,921)       (10,710)        (3,388)        (1,096)        (1,048)     

Other                                           949            531            321          2,201                                    
                                          ---------      ---------      ---------      ---------                     ---------      

INCOME BEFORE BENEFIT (PROVISION) FOR                                                                                               
INCOME TAXES                                 (1,185)         7,373          9,665          2,614            617         (2,822)     

Benefit (provision) for income taxes            475         (2,949)        (4,074)        (1,065)           202            938      
                                          ---------      ---------      ---------      ---------      ---------      ---------      

NET INCOME                                     (710)         4,424          5,591          1,549            415      $  (1,884)     
                                                                                                                     =========      

Accrued dividends and accretion on                                                                                                  
Redeemable preferred stock                      990          1,002          1,334            300                                    
                                          ---------      ---------      ---------      ---------      ---------                     

NET INCOME APPLICABLE TO COMMON STOCK     $  (1,700)     $   3,422      $   4,257      $   1,249      $     415                     
                                          =========      =========      =========      =========      =========                     

NET INCOME PER SHARE (BASIC AND DILUTED)  $   (5.49)     $   11.05      $   13.74      $    9.37      $    9.10                     
                                          =========      =========      =========      =========      =========                     

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

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OXFORD AUTOMOTIVE, INC.                                                         

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY                      
(NET CAPITAL DEFICIENCY) AND COMPREHENSIVE INCOME                               
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                               PREDECESSOR                             
                                -----------------------------------------------------------------------
                                                FOREIGN            NET                   EQUITY        
                                               CURRENCY        UNREALIZED GAIN       ADJUSTMENT FOR    
                                  COMMON      TRANSLATION      ON MARKETABLE         MINIMUM PENSION   
                                   STOCK       ADJUSTMENT        SECURITIES            LIABILITY       

                                                                                                       
APRIL 1, 1995                   $ 14,262       $    40           $    --                $    --        
Comprehensive Income                                                                                   
  Net loss                                                                                             
  Foreign currency translation                                                                         
   adjustments                       575          (155)                                                
Comprehensive Income                                                                                   
Issuance of common stock, net                                                                          
   of redemptions                    (40)                                                              
                                --------       -------           -------                -------        
OCTOBER 27, 1995                $ 14,797       $  (115)          $    --                $    --        
                                ========       =======           =======                =======        

                                                        [Enlarge/Download Table]

                                                               PREDECESSOR                             
                                -----------------------------------------------------------------------
                                      SUBTOTAL                                                         
                                     ACCUMULATED           RETAINED                                    
                                 OTHER COMPREHENSIVE       EARNINGS       COMPREHENSIVE                
                                       INCOME              (DEFICIT)         INCOME           TOTAL    

                                                                                                       
APRIL 1, 1995                          $   40              $  (3,469)      $                $ 10,833   
Comprehensive Income                                                                                   
  Net loss                                                    (1,884)         (1,884)         (1,884)  
  Foreign currency translation                                                                         
   adjustments                           (155)                                  (155)            420   
                                                                           ---------                   
Comprehensive Income                                                       $  (2,039)                  
                                                                           =========                   
Issuance of common stock, net                                                                          
   of redemptions                                                                                (40)  
        --- ----                       ------              ---------                       ---------   

OCTOBER 27, 1995                       $ (115)             $  (5,353)                      $   9,329   
        === ====                       ======              =========                       =========   

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OXFORD AUTOMOTIVE, INC.                                                         

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY                      
(NET CAPITAL DEFICIENCY) AND COMPREHENSIVE INCOME                               
(DOLLAR AMOUNTS IN THOUSANDS) (CONTINUED)                                       
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                 COMPANY                               
                                   --------------------------------------------------------------------
                                                  FOREIGN              NET                EQUITY       
                                                  CURRENCY       UNREALIZED GAIN      ADJUSTMENT FOR   
                                    COMMON      TRANSLATION       ON MARKETABLE       MINIMUM PENSION  
                                     STOCK       ADJUSTMENT         SECURITIES           LIABILITY     

                                                                                                       
OCTOBER 28, 1995                     $ 750        $    --            $    --             $    --       
 Comprehensive Income                                                                                  
   Net income                                                                                          
   Foreign currency translation                                                                        
    adjustments                                         5                                              
   Equity adjustment for                                                                               
    Minimum pension liability                                                               (235)      
 Comprehensive Income                                                                                  
                                    -------     ---------            -------             -------       
 MARCH 31, 1996                         750             5                 --                (235)      
 Comprehensive Income                                                                                  
   Net income                                                                                          
   Foreign currency translation                                                                        
    Adjustments                                       (33)                                             
   Equity adjustment for                                                                               
    Minimum pension liability                                                                (18)      
 Comprehensive Income                                                                                  
 Accrued dividends and                                                                                 
    Accretion of redeemable                                                                            
    Preferred stock                                                                                    
 Issuance of common stock, net                                                                         
    of redemptions                      300                                                            
                                    -------     ---------            -------             -------       
 MARCH 31, 1997                       1,050           (28)                --                (253)      
 Comprehensive Income                                                                                  
   Net income                                                                                          
   Foreign currency translation                                                                        
    Adjustments                                      (623)                                             
   Unrealized gain on marketable                                                                       
    securities                                                           969                           
   Equity adjustment for                                                                               
    minimum pension liability                                                                253       
 Comprehensive Income                                                                                  
 Excess of purchase price over                                                                         
    Predecessor basis                                                                                  
 Accrued dividends and accretion                                                                       
    on redeemable preferred                                                                            
    stock                                                                                              
                                    -------     ---------            -------             -------       
 MARCH 31, 1998                       1,050          (651)               969                           
 Comprehensive Income (unaudited)                                                                      
   Net income (unaudited)                                                                              
   Foreign currency translation                                                                        
     adjustments (unaudited)                       (5,481)                                             
   Unrealized loss on marketable                                                                       
    securities (unaudited)                                            (1,015)                          
   Comprehensive Income                                                                                
   Accrued dividends and                                                                               
    accretion of redeemable                                                                            
    preferred stock (unaudited)                                                                        
                                    -------     ---------            -------             -------       
 DECEMBER 31, 1998                                                                                     
  (unaudited)                       $ 1,050     $  (6,132)           $   (46)            $    --       
                                    =======     =========            =======             =======       

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OXFORD AUTOMOTIVE, INC.                                                         

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY                      
(NET CAPITAL DEFICIENCY) AND COMPREHENSIVE INCOME                               
(DOLLAR AMOUNTS IN THOUSANDS) (CONTINUED)                                       
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                COMPANY                                  
                                  -----------------------------------------------------------------------
                                        SUBTOTAL                                                         
                                       ACCUMULATED                                                       
                                   OTHER COMPREHENSIVE       RETAINED       COMPREHENSIVE                
                                         INCOME              EARNINGS          INCOME           TOTAL    

                                                                                                         
OCTOBER 28, 1995                         $    --             $     --         $      --        $    750  
Comprehensive Income                                                                                     
  Net income                                                      415               415             415  
  Foreign currency translation                                                                           
   adjustments                                 5                                      5               5  
  Equity adjustment for                                                                                  
   Minimum pension liability                (235)                                  (235)           (235) 
                                                                               --------                  
Comprehensive Income                                                                185                  
                                        --------              -------          ========        --------  
MARCH 31, 1996                              (230)                 415                               935  
Comprehensive Income                                                                                     
  Net income                                                    1,549             1,549           1,549  
  Foreign currency translation                                                                           
   Adjustments                               (33)                                   (33)            (33) 
  Equity adjustment for                                                                                  
   Minimum pension liability                 (18)                                   (18)            (18) 
                                                                               --------                  
Comprehensive Income                                                              1,498                  
                                                                               ========                  
Accrued dividends and                                                                                    
   Accretion of redeemable                                                                               
   Preferred stock                                               (300)                             (300) 
Issuance of common stock, net                                                                            
   of redemptions                                                 (92)                              208  
                                        --------              -------                          --------  
MARCH 31, 1997                              (281)               1,572                             2,341  
Comprehensive Income                                                                                     
  Net income                                                    5,591             5,591           5,591  
  Foreign currency translation                                                                           
   Adjustments                              (623)                                  (623)           (623) 
  Unrealized gain on marketable                                                                          
   securities                                969                                    969             969  
  Equity adjustment for                                                                                  
   minimum pension liability                 253                                    253             253  
                                                                               --------                  
Comprehensive Income                                                              6,190                  
                                                                               =======                   
Excess of purchase price over                                                                            
   Predecessor basis                                           (1,079)                           (1,079) 
Accrued dividends and accretion                                                                          
   on redeemable preferred stock                               (1,334)                           (1,334) 
                                        --------              -------                          --------  
MARCH 31, 1998                               318                4,750                             6,118  
Comprehensive Income (unaudited)                                                                         
  Net income (unaudited)                                         (710)             (710)           (710) 
  Foreign currency translation                                                                           
    adjustments (unaudited)               (5,481)                                (5,481)         (5,481) 
  Unrealized loss on marketable                                                                          
   securities (unaudited)                 (1,015)                                (1,015)         (1,015) 
                                                                               --------                  
Comprehensive Income (unaudited)                                               $ (7,206)                 
                                                                               ========                  
Accrued dividends and accretion                                                                          
   of redeemable preferred                                                                               
   stock (unaudited)                                             (990)                             (990) 
                                        --------              -------                          --------  
DECEMBER 31, 1998                                                                                        
 (unaudited)                              (6,178)             $ 3,050                          $ (2,078) 
                                        ========              =======                          ========  

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

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OXFORD AUTOMOTIVE, INC.                                                         

CONSOLIDATED STATEMENTS OF CASH FLOWS                                           
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                          COMPANY                                    PREDECESSOR  
                                          ----------------------------------------------------------------------  ----------------
                                                                                                  PERIOD FROM       PERIOD FROM   
                                              NINE MONTHS ENDED      YEAR ENDED   YEAR ENDED   OCTOBER  28, 1995   APRIL 1, 1995  
                                                  DECEMBER 31,        MARCH  31,   MARCH  31,       THROUGH           THROUGH     
                                               1998        1997          1998          1997      MARCH 31, 1996   OCTOBER 27, 1995

                                                                                                                                  
OPERATING ACTIVITIES                                                                                                              
Net income (loss)                         $    (710)   $  4,424     $  5,591     $   1,549        $     415        $  (1,884)     
Adjustments to reconcile net income                                                                                               
(loss) to net cash provided by (used                                                                                              
in) operating activities                                                                                                          
  Depreciation and amortization              19,552      14,580       20,279         5,041              687              919      
  Deferred income taxes                      (2,968)     (3,759)         137         2,136              230           (1,036)     
  Gain on sale of equipment                                  52       (1,586)         (195)              (2)                      
  Changes in operating assets and                                                                                                 
    liabilities affecting cash                                                                                                    
    Trade receivables                       (11,162)      9,435       (4,615)       (8,953)           6,617           (3,311)     
    Inventories                              (1,853)      2,832        1,496          (299)            (277)            (259)     
    Reimbursable tooling                    (27,237)       (909)      (7,368)       (1,601)           1,824             (760)     
    Prepaid expenses and other assets         3,396      (2,334)         569           129            1,592           (1,768)     
    Other noncurrent assets                                             (836)        3,544                                        
    Trade accounts payable                   (3,772)     (7,948)      11,416          (605)          (6,501)           6,417      
    Employee compensation                                                169        (6,072)             309             (493)     
    Restructuring reserve                    (3,272)     (1,392)        (745)         (398)                                       
    Accrued expenses and other                                                                                                    
      liabilities                             1,448      (1,143)      (3,166)       (1,885)          (1,716)           3,504      
    Income taxes payable/refundable                                    2,914          (199)                                       
    Other noncurrent liabilities             (4,589)      1,405        1,731           (39)                                       
                                          ---------    --------     --------     ---------        ---------        ---------      
      NET CASH PROVIDED BY (USED IN)                                                                                              
        OPERATING ACTIVITIES                (31,167)     15,243       25,986        (7,847)           3,178            1,329      
                                          ---------   ---------    ---------     ---------        ---------        ---------      
INVESTING ACTIVITIES                                                                                                              
Purchase of businesses, net of cash                                                                                               
  acquired                                  (53,886)    (24,145)     (24,219)       (9,309)          (1,983)                      
Purchase of property, plant and                                                                                                   
  equipment                                 (20,369)    (11,418)     (16,723)       (3,326)          (3,466)          (5,111)     
Proceeds from sale of equipment                           1,050        5,433           341               33               11      
Purchases of marketable securities             (892)                  (7,658)                                                     
                                          ---------    --------     --------     ---------        ---------        ---------      
      NET CASH USED IN INVESTING                                                                                                  
        ACTIVITIES                          (75,147)    (34,513)     (43,167)      (12,294)          (5,416)          (5,100)     
                                          ---------   ---------    ---------     ---------        ---------        ---------      
FINANCING ACTIVITIES                                                                                                              
Issuance of share capital                                                              300              750                       
Proceeds from borrowing arrangements         92,085     124,814      126,653        78,823           23,814              921      
Principal payments on borrowing                                                                                                   
  arrangements                                          (92,245)     (93,782)      (49,186)         (16,482)          (7,477)     
Payment of preferred stock dividends           (596)       (597)      (1,193)                                                     
Debt financing costs                         (2,621)                  (5,372)                                                     
Redemption and retirement of common                                                                                               
  stock                                                                                (92)                              (40)     
Obligation under capital lease - net                                                                     (6)              (3)     
                                          ---------   ---------    ---------     ---------        ---------        ---------      
      NET CASH PROVIDED BY (USED IN)                                                                                              
        FINANCING ACTIVITIES                 88,868      31,972       26,306        29,845            8,076           (6,599)     
                                          ---------   ---------    ---------     ---------        ---------        ---------      
Effect of exchange rate changes on cash        (557)     (2,818)        (475)          (33)                                       
                                          ---------   ---------    ---------     ---------        ---------        ---------      
NET INCREASE (DECREASE) IN CASH AND CASH                                                                                          
  EQUIVALENTS                               (18,003)      9,884        8,650         9,671            5,838          (10,370)     
Cash and cash equivalents at beginning                                                                                            
  of Period                                  18,321       9,671        9,671                        (11,238)            (868)     
                                          ---------   ---------    ---------     ---------        ---------        ---------      
Cash and cash equivalents at end of                                                                                               
  period                                  $     318   $  19,555    $  18,321     $   9,671        $  (5,400)       $ (11,238)     
                                          =========   =========    =========     =========        =========        =========      
Cash paid for interest                    $  18,269   $   7,033    $   7,338     $   3,033        $   1,096        $   1,048      
                                          =========   =========    =========     =========        =========        =========      
Cash paid for income taxes                $   2,527   $   4,190    $   4,670     $    --          $      42        $      79      
                                          =========   =========    =========     =========        =========        =========      

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

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

1.       NATURE OF OPERATIONS                                                   

     Oxford Automotive, Inc. (the Company) is a full-service supplier of
  metal stampings and welded assemblies used as original equipment
      components primarily by North American original equipment automotive
     manufacturers. The Company's products are used in a wide variety of
     sport utility vehicles, light and medium trucks, vans and passenger
      cars. The Company primarily operates from thirteen plants located in
         the United States, Canada and Mexico. The Company's hourly workforce is
represented by various unions.                                

       Net sales to the Company's three primary customers as a percentage of
total sales are as follows:                                   

                                                                [Download Table]

                                                              PERIOD FROM   
                                                            OCTOBER 28, 1995
                             YEAR  ENDED     YEAR  ENDED        THROUGH     
                            MARCH 31, 1998  MARCH 31, 1997  MARCH 31, 1996  

                                                                            
General Motors Corporation         54%            62%             67%       
Ford Motor Company                 31%            17%             --        
Chrysler Corporation                9%            --              --        

         Accounts receivable from General Motors Corporation, Ford Motor Company
    and Chrysler Corporation represent approximately 39%, 39% and 13%,
  respectively, of the March 31, 1998 accounts receivable balance.

         Although the Company is directly affected by the economic well being of
     the automotive industry and customers referred to above, management
        does not believe significant credit risk exists at March 31, 1998. The
Company does not require collateral to reduce such risk and   
historically has not experienced significant losses related to
     receivables from individual customers or groups of customers in the
automotive industry.                                          

2.       SIGNIFICANT ACCOUNTING POLICIES                                        

BASIS OF PRESENTATION                                         

    The financial statements for the period from April 1, 1995 through
October 27, 1995 are those of BMG North America Limited (the  
       Predecessor), which was acquired by Oxford Automotive, Inc. (formerly
BMG-MI, Inc.) on October 28, 1995.                            

         The consolidated financial statements as of March 31, 1998 and 1997 and
   for the years then ended and for the period from October 28, 1995
       through March 31, 1996 are those of the Company and its subsidiaries.
     The financial statements of the Company and the Predecessor are not
    comparable in certain respects due to differences between the cost
bases of certain assets held by the Company versus that of the
         Predecessor, resulting in reduced depreciation and amortization charges
        subsequent to October 27, 1995, changes in accounting policies and the
recording of certain liabilities at the date of acquisition in
         connection with the purchase of the Predecessor by the Company, as well
        as the Company's acquisitions subsequent to October 28, 1995 discussed
further in Note 3.                                            

PRINCIPLES OF CONSOLIDATION                                   

  The consolidated financial statements of the Company include the
        accounts of Oxford Automotive, Inc. and its wholly-owned subsidiaries,
      BMG Holdings, Inc. (BMGH), Howell Industries, Inc. (Howell), Lobdell
   Emery Corporation (Lobdell), RPI Holdings, Inc. (RPIH) and Oxford
 Automotriz de Mexico S.A. de C.V. (Oxford Mexico). Intercompany
accounts and transactions have been eliminated.               

USE OF ESTIMATES                                              

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
         liabilities and disclosures of contingent assets and liabilities at the
        date of the financial statements, and the reported amounts of revenues
       and expenses during the reporting period. Actual results could differ
from those estimates.                                         

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

2.       SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)                           

REVENUE RECOGNITION                                           

      Revenue is recognized by the Company upon shipment of product to the
customer.                                                     

FINANCIAL INSTRUMENTS                                         

At March 31, 1998 and 1997, the carrying amount of financial  
      instruments such as cash and cash equivalents, trade receivables and
        payables and unexpended bond proceeds, approximated their fair values.
The carrying amount of the long-term customer receivables and 
       borrowings at March 31, 1998 and 1997, approximated their fair values
   based on the variable interest rates available to the Company for
similar arrangements.                                         

CASH EQUIVALENTS                                              

      The Company considers all highly-liquid investments with maturity of
three months or less when purchased to be cash equivalents.   

INVENTORIES                                                   

Inventories are stated at the lower of cost or market. Cost is
        principally determined by the last-in, first-out (LIFO) method for the
         Company's United States operations and by the first-in first-out (FIFO)
method for the Company's Canadian operations.                 

REIMBURSABLE TOOLING                                          

        Reimbursable tooling represents net costs incurred on tooling projects
      for which the Company expects to be reimbursed by customers. Ongoing
     estimates of total costs to be incurred on each tooling project are
    made by management. Losses, if any, are recorded when known and in
         cases where billings exceed costs incurred, the related tooling gain is
       recognized upon acceptance of the tooling by the customer. Certain of
       the Company's tooling costs are financed through lending institutions
       and are reimbursed by customers on a piece price basis. These tooling
      assets are classified as either accounts receivable ($2,676, $3,695,
   and $1,809 at March 31, 1998, 1997, and 1996 respectively), other
         noncurrent assets (none, $3,800 and $6,734 at March 31, 1998, 1997, and
   1996 respectively) or equipment depending upon the ultimate title
holder of the tooling assets.                                 

UNEXPENDED BOND PROCEEDS                                      

         Unexpended bond proceeds in the accompanying consolidated balance sheet
represent unexpended proceeds from the issuance of industrial 
development revenue bonds by Creative Fabrication Corporation 
        (Creative), a wholly-owned subsidiary of Lobdell, as discussed in Note
       8, and are invested in allowable money market accounts and commercial
paper with a maturity of 90 days or less.                     

PROPERTY, PLANT AND EQUIPMENT                                 

   Property, plant and equipment are stated on the basis of cost and
     include expenditures for improvements which materially increase the
     useful lives of existing assets. Expenditures for normal repair and
       maintenance are charged to operations as incurred. For federal income
tax purposes, depreciation is computed using accelerated and  
       straight-line methods. For financial reporting purposes, depreciation
 is computed principally using the straight-line method over the
following estimated useful lives:                             

                                                                [Download Table]

                                                              YEARS

                                                                   
Land improvements                                                15
Buildings and improvements                                    30-40
Machinery and equipment                                        3-20

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

2.       SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)                           

IMPAIRMENT OF LONG-LIVED ASSETS                               

         The Company accounts for long-lived assets in accordance with Statement
of Financial Accounting Standards No. 121, "Accounting for the
 Impairment of Long-Lived Assets and for Long-Lived Assets to Be
  Disposed Of". This Statement requires that long-lived assets and
        certain identifiable intangibles to be held and used by the Company be
     reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be fully
     recoverable. The Company recognizes impairment losses for assets or
   groups of assets where the sum of the estimated future cash flows
       (undiscounted and without interest charges) is less than the carrying
   amount of the related asset or group of assets. The amount of the
      impairment loss recognized is the excess of the carrying amount over
the fair value of the asset or group of assets being measured.

MARKETABLE SECURITIES                                         

    Marketable securities at March 31, 1998, mainly composed of equity
     securities, are classified as available-for-sale securities and are
       reported at fair value using quoted market prices. Unrealized holding
        gains and losses are included as a separate component of shareholders'
equity until realized.                                        

ENVIRONMENTAL COMPLIANCE AND REMEDIATION                      

  Environmental expenditures that relate to current operations are
        expensed or capitalized as appropriate. Expenditures that relate to an
         existing condition caused by past operations which do not contribute to
    current or future revenue generation are expensed. Liabilities are
     recorded when environmental assessments and/or remedial efforts are
         probable and the costs can be reasonably estimated. Estimated costs are
      based upon enacted laws and regulations, existing technology and the
   most probable method of remediation. The costs determined are not
      discounted and exclude the effects of inflation and other social and
economic factors.                                             

INCOME TAXES                                                  

  Deferred taxes are provided to give recognition to the effect of
       expected future tax consequences of temporary differences between the
         carrying amounts for financial reporting purposes and the tax bases for
income tax purposes of assets and liabilities.                

FOREIGN EXCHANGE CONTRACTS                                    

 Gains and losses of foreign currency firm commitment hedges are
       deferred and included in the basis of the transactions underlying the
   commitments. During fiscal 1997, the Company recognized a gain of
   approximately $2,000 related to certain foreign currency exchange
    transactions terminated during the year. The gain is included as a
        component of other income in the accompanying March 31, 1997 statement
        of operations. Had the foreign currency exchange transactions not been
        terminated, the recognized gain would normally have been recorded as a
component of sales.                                           

FOREIGN CURRENCY TRANSLATION                                  

      The foreign currency financial statements of BMGH and Oxford Mexico,
     where the local currency is the functional currency, are translated
         using exchange rates in effect at period end for assets and liabilities
        and at weighted average exchange rates during the period for operating
statement accounts. The resulting foreign currency translation
   adjustments are recorded as a separate component of shareholders'
   equity. Exchange gains and losses resulting from foreign currency
     transactions are included in operating results during the period in
which they occur.                                             

PER SHARE AMOUNTS                                             

         The per share amounts of the Predecessor have not been presented as the
Company's capital structure is not comparable to that of the  
Predecessor.                                                  

RECLASSIFICATIONS                                             

       Certain amounts from the prior year have been reclassified to conform
with the current year presentation.                           

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

3.       ACQUISITIONS                                                           

         On October 28, 1995, the Company acquired all of the outstanding common
 stock of BMG North America Limited (BMGNA). The acquisition was
       financed through a $750 Series A promissory note. The acquisition has
     been recorded in accordance with the purchase method of accounting.
     Accordingly, the purchase price plus direct cost of the acquisition
    have been allocated to the assets acquired and liabilities assumed
  based on their estimated fair values at the date of acquisition.

        On January 10, 1997, pursuant to an Agreement and Plan of Merger among
  Lobdell Emery Corporation, certain shareholders of Lobdell Emery
     Corporation, BMG-MI, Inc. and L-E Acquisition, Inc. as amended (the
       Agreement), certain Lobdell Emery Corporation shareholders and option
      holders had their respective shares and options redeemed for cash of
    approximately $8,500 and all outstanding shares of common stock of
Lobdell Emery Corporation (Oldco) were exchanged for shares of
         preferred stock of Oldco with a face value of approximately $40,700. In
   addition, approximately $3,500 of expenses incurred by Oldco were
        reimbursed by L-E Acquisition, Inc. In connection with the exchange of
     Oldco's common stock for preferred stock, L-E Acquisition, Inc. was
merged with and into Lobdell Emery Corporation (Newco).       

      The acquisition was financed through the issuance of preferred stock
described in Note 13 and a term loan, which was subsequently  
       refinanced, as described in Note 8. The acquisition has been recorded
        in accordance with the purchase method of accounting. Accordingly, the
        purchase price plus direct cost of the acquisition have been allocated
         to the assets acquired and liabilities assumed based on their estimated
fair values at the date of acquisition.                       

         The fair market value of assets acquired and liabilities assumed, after
        giving effect to the settlement described in Note 13, is summarized as
follows:                                                      

                                                                [Download Table]
                                                    
Current assets                           $   56,993 
Property, plant and  equipment              129,966 
Noncurrent assets                             9,953 
Current liabilities                         (50,028)
Long-term liabilities                      (107,130)
                                         ---------- 
Fair value of preferred stock            $   39,754 
                                         ========== 

 In accordance with the purchase method of accounting, Lobdell's
      operating results have been included with those of the Company since
the date of acquisition.                                      

        On August 13, 1997, the Company acquired all of the outstanding common
stock of Howell for approximately $23,700 in cash, including  
         acquisition costs. The acquisition was financed through the proceeds of
      the subordinated notes described in Note 8. The acquisition has been
recorded in accordance with the purchase method of accounting.
     Accordingly, the purchase price plus direct cost of the acquisition
    have been allocated to the assets acquired and liabilities assumed
  based on their estimated fair values at the date of acquisition.

     The fair market value of assets acquired and liabilities assumed is
summarized as follows:                                        

                                                                [Download Table]
                                                     
Current assets                           $    22,900 
Property, plant and equipment                 18,100 
Current liabilities                          (14,100)
Long-term liabilities                         (3,200)
                                         ----------- 
                                         $    23,700 
                                         =========== 

      On November 25, 1997, Oxford purchased all of the outstanding common
        stock of RPIH for $2,500 in cash. The acquisition was financed through
 the proceeds of the subordinated notes described in Note 8. The
         acquisition has been recorded in accordance with the purchase method of
       accounting. Accordingly, the purchase price has been allocated to the
       assets acquired and liabilities assumed based on their estimated fair
       values at the date of acquisition. The majority shareholder of Oxford
was also the majority shareholder of RPIH.                    

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

3.       ACQUISITIONS  (CONTINUED)                                              

     The fair market value of assets acquired and liabilities assumed is
summarized as follows:                                        

                                                                [Download Table]
                                                              
Current assets                                       $  3,900 
Property, plant and equipment                           5,000 
Noncurrent assets                                       1,600 
Current liabilities                                    (5,400)
Long-term liabilities                                  (3,700)
Excess of purchase price over predecessor basis         1,100 
                                                     $  2,500 

        The excess of purchase price over predecessor basis is a result of the
       common ownership by the majority shareholder of Oxford and represents
       the portion of the fair value of the net assets acquired in excess of
      their book value, multiplied by the majority shareholder's ownership
         percentage in RPIH. The Company has recorded this amount as a deduction
    from retained earnings in the accompanying statement of changes in
  shareholders' equity. The following unaudited pro forma combined
   results of operations of the Company have been prepared as if the
        acquisitions of Lobdell, Howell and RPIH had occurred at the beginning
of fiscal 1998 and 1997.                                      

                                                                [Download Table]

                                                     YEAR ENDED                
                                        MARCH  31, 1998          MARCH 31, 1997

                                                                               
Net sales                               $  453,685                $  433,443   
Net income                              $   4,692                 $    2,364   
Net income applicable to common shares  $   3,358                 $    1,052   
Net income per common share             $   10.84                 $     3.40   

        The pro forma information is not intended to be a projection of future
results.                                                      

 The foregoing unaudited pro forma results of operations reflect
         adjustments for additional interest expense related to the financing of
       the acquisitions and the additional depreciation expense, as a result
      of the write-up of property, plant and equipment, net of the related
tax benefit.                                                  

4.       ACCOUNTS RECEIVABLE                                                    

 Accounts receivable are comprised of the following at March 31:

                                                                [Download Table]

                                                1998       1997      1998    

                                                                             
Trade receivables                            $  65,673    $ 48,898   $ 8,377 
Less - allowance for doubtful accounts            (400)     (1,272)      (39)
                                             ---------    --------   ------- 
Trade receivables, net                       $  65,273    $ 47,626   $ 8,338 
                                             =========    ========   ======= 

5.       INVENTORIES                                                            

Inventories are comprised of the following at March 31:       

                                                                [Download Table]

                                                1998        1997       1996  

                                                                             
Raw materials                                 $  6,737    $  5,688   $  1,557
Finished goods and work-in-process              15,135       7,994      2,162
                                            ----------   ---------   ------- 
                                                21,872      13,682      3,719
LIFO and other reserves                           (567)       (271)          
                                            ----------   ---------   ------- 
                                            $   21,305   $  13,411   $ 3,719 
                                            ==========   =========   ======= 

The Company does not separately identify finished goods from  
work-in-process.                                              

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

6.       PROPERTY, PLANT AND EQUIPMENT                                          

 Property, plant and equipment are comprised of the following at
March 31:                                                     

                                                                [Download Table]

                                     1998          1997          1996   

                                                                        
Land and land improvements       $   5,432       $  5,073      $    779 
Buildings and improvements          29,126         24,697         3,171 
Machinery and equipment            140,095        117,535         7,394 
Construction-in-process             12,204          4,393         8,914 
                                 ---------      ---------      -------- 
                                   186,857        151,698        20,258 
Less - accumulated depreciation    (23,149)        (4,920)         (467)
                                 ---------      ---------      -------- 

                                 $ 163,708      $ 146,778      $ 19,791 
                                 =========      =========      ======== 

     Certain machinery and equipment with a net book value of $9,900 was
     idle at March 31, 1998. Management intends to redeploy these assets
         amongst its operating facilities and does not believe that the net book
      value of these assets is impaired at March 31, 1998. In addition, in
    connection with the restructuring activities described in Note 10,
      management expects that additional assets, mainly land and buildings
       with a net book value of $7,300 at March 31, 1998, will be idled next
year.                                                         

        In March 1998, the Company sold assets acquired in connection with the
        acquisition of Lobdell and recorded a gain on the sale of these assets
of $1,602.                                                    

   As discussed in Note 10, certain of the Company's facilities were
       closed during the year ended March 31, 1998. As management intends to
      sell these facilities, the net book value of the land and buildings,
   approximating $1,815, is classified in prepaid expenses and other
      current assets as of March 31, 1998 in the accompanying consolidated
balance sheet.                                                

7.       ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES                         

     Accrued expenses and other current liabilities are comprised of the
following at March 31:                                        

                                                                [Download Table]

                                   1998       1997      1996  

                                                              
Accrued interest                 $  3,627   $   103    $   -- 
Accrued workers' compensation       3,287     3,071        544
Accrued property taxes              1,454     2,350           
Accrued medical benefits            1,040     1,827           
Foreign exchange gain                                    1,975
Other                               2,834     1,689        780
                                 --------   -------    -------

                                 $ 12,242   $ 9,040    $ 3,299
                                 ========   =======    =======

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

8.       BORROWING ARRANGEMENTS                                                 

Borrowings consist of the following at March 31:              

                                                        [Enlarge/Download Table]

                                                                          1998       1997     1996  

                                                                                                    
SERIES A 10.125% SENIOR SUBORDINATED NOTES DUE 2007, OXFORD            $ 124,827  $  --    $   --   
INDUSTRIAL DEVELOPMENT REVENUE BONDS, CREATIVE                                                      
$8,500 issued September 27, 1995, floating rate interest (3.85% at                                  
   March 31, 1998). Quarterly principal payments based on graduated                                 
   maturity schedule. Backed by NBD Bank letter of credit                  7,600    8,300           
EDC TOOLING LOAN, BMGNA                                                                             
Interest at a fixed rate of 7.36%. Payments based on parts shipped,                                 
   matures September 30, 1999                                              2,967    5,110           
BANK SYNDICATE--REVOLVING CREDIT LINE, OXFORD                                                       
Interest at prime rate (8.5% at March 31, 1998), matures June 24, 2003     1,825                    
BANK--TERM LOAN, LOBDELL                                                                            
Interest at .625% over 90-day LIBOR (6.435% at March 31, 1998).                                     
   Quarterly principal payments of approximately $400, matures                                      
   October 1, 1998                                                         1,233    2,833           
IRDP LOAN, BMGNA                                                                                    
Interest at 6%. Monthly principal  payments of $7 to                                                
   October 31, 2000 and $11 thereafter, matures September 1, 2002            396      467        534
BANK SYNDICATE--TERM LOAN, LOBDELL                                                                  
Interest at variable spread over prime.  Quarterly principal payments                               
   ranging from $1,250-$2,750 plus interest, repaid in full during                 52,750           
   fiscal 1998 BANK SYNDICATE--REVOLVING CREDIT LINE, LOBDELL                                       
Interest at variable spread over prime, repaid in full during                                       
   fiscal 1998                                                                      1,250           
BANK SYNDICATE--TERM LOAN, BMGNA                                                                    
Interest at prime rate plus 1.25%.  Quarterly payments of $755 plus                                 
   interest, repaid in full during fiscal 1998                                     14,447           
REVOLVING CREDIT LINE, BMGNA                                                                        
Interest at prime rate plus 1.25%, repaid in full during fiscal 1998               10,376           
NATIONS BANK -- SATURN TOOLING, BMGNA                                                               
Interest at a variable spread over prime (8.71% at March 31, 1997).                                 
   Payments based on parts shipped, repaid in full during fiscal 1998               1,380      7,047
CCFL LOAN, BMGNA                                                                                    
Interest at 11.11%. Monthly principal payments of $21, repaid in full                               
   during fiscal 1998                                                               2,475      2,768
TERM LOAN, BMGNA                                                                                    
Interest at Canadian Index Rate plus 3% or Canadian Banker's                                        
   Acceptance Rate plue 3.95%.  Quarterly principal payments                                        
   based on graduated schedule, repaid in full during fiscal 1997                              7,765
REVOLVING CREDIT LINE, BMGNA                                                                        
Interest at Canadian Banker's Acceptance Rate plue 3.7%,                                            
   repaid in full during fiscal 1997                                                           2,803
BANK LOAN, BMGNA                                                                                    
Interest at either the Canadian Index Rate plue 2.5% or BA                                          
   rate plus 3.45%, repaid in full during fiscal 1997                                          2,650
TOOLING LINE, BMGNA                                                                                 
Interest at the Canadian Index Rate plue 3% or the Canadian                                         
   Banker's Acceptance Rate plus 3.95%, repaid in full during                                       
   fiscal 1997                                                                                 2,750

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

                                                                [Download Table]

                                                        1998      1997       1996  

                                                                                   
SERIES A PROMISSORY NOTE, BMGH                                                     
Interest at 7%, repaid in full during fiscal 1998                   441        441 
OTHER                                                    600                       
                                                   ---------   --------   -------- 
     Total                                           139,448     99,829     26,758 
Less - current portion of long-term borrowings       (10,965)   (24,274)   (11,258)
                                                   ---------   --------   -------- 

Long-term borrowings-- less current portion        $ 128,483   $ 75,555   $ 15,500 
                                                   =========   ========   ======== 

   On June 24, 1997, the Company issued $125,000 of Series A 10.125%
     Senior Subordinated Notes Due 2007 (the Notes). The Notes mature on
June 15, 2007 and require semi-annual interest payments of    
       approximately $6,300. The proceeds from the Notes were primarily used
to repay certain of the Company's indebtedness and finance the
        Company's acquisitions of Howell and RPIH described in Note 3, as well
      as the acquisition of the assets of the Suspension Division of Eaton
   Corporation described in Note 17. The Notes are unsecured and are
        guaranteed by Oxford and certain of its wholly-owned subsidiaries. See
   Note 18. On April 1, 1997, the Company issued $35,000 of Series B
     10.125% Senior Subordinated Notes Due 2007 as discussed in Note 17.

       Concurrent with the issuance of the Notes, the Company entered into a
credit agreement with a syndicate of banks (the Oxford Credit 
         Agreement), under which the Company may borrow up to $110,000, of which
       a maximum of $15,000 is available for letters of credit. At March 31,
     1998, $1,825 was outstanding under the revolving line of credit and
        $9,437 was outstanding under letters of credit, leaving $98,738 unused
         and available. The terms of the Oxford Credit Agreement contain, amount
  other provisions, requirements for maintaining defined levels of
     tangible net worth, total debt to cash flows, interest coverage and
  fixed charge coverage. The Oxford Credit Agreement also contains
        certain restrictions on the payment of dividends. Quarterly commitment
         fees on the unused amounts of the revolving credit line range from .25%
        to .50% of the unused portion. Borrowings are secured by substantially
all of the assets of Oxford.                                  

       The proceeds of the industrial development revenue bonds were used to
     finance the real and personal property of Creative. These bonds are
         backed by an NBD letter of credit, which carries a rate of 1.50% and is
       collateralized by substantially all assets of Creative. The letter of
     credit reimbursement agreement includes covenants requiring minimum
  tangible capital, debt service coverage and limitations on other
indebtedness.                                                 

      The Bank--term loan, Lobdell and EDC tooling loan, BMGNA are used to
      finance customer tooling. These loans are collateralized by either a
customer purchase order or the tooling assets.                

       Aggregate maturities of long-term borrowings at March 31, 1998 are as
follows                                                       

                                                                [Download Table]
                       
      1999    $  10,965
      2000        2,032
      2001        1,048
      2002           93
      2003           93
Thereafter      125,217
              ---------
              $ 139,448
              =========

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

9.       INCOME TAXES                                                           

         The Company's income tax provision (benefit) consists of the following:

                                                        [Enlarge/Download Table]

                                  COMPANY                                  PREDECESSOR    
           ----------------------------------------------------------  -------------------
                                                      PERIOD FROM          PERIOD FROM    
                                                    OCTOBER 28, 1995      APRIL 1, 1995   
              YEAR ENDED         YEAR ENDED             THROUGH              THROUGH      
            MARCH 31, 1998     MARCH  31, 1997       MARCH 31, 1996      OCTOBER 27, 1995 

                                                                                          
Current                                                                                   
  Federal      $ 3,116             $  (821)               $  --               $  --       
  State          1,098                (124)                                               
  Foreign                                                      34                  46     
               -------             -------                -------             -------     
                 4,214                (945)                    34                  46     
               -------             -------                -------             -------     
Deferred                                                                                  
  Federal        2,300                 899                                                
  State           (608)                137                                                
  Foreign       (1,832)                974                    168                (984)    
               -------             -------                -------             -------     
                  (140)              2,010                    168                (984)    
               -------             -------                -------             -------     

               $ 4,074             $ 1,065                $   202             $  (938)    
               =======             =======                =======             =======     

       The difference between the statutory rate and the Company's effective
rate was as follows:                                          

                                                        [Enlarge/Download Table]

                                                         COMPANY                            PREDECESSOR  
                                     --------------------------------------------------  ----------------
                                                                        PERIOD FROM        PERIOD FROM   
                                                                     OCTOBER 28,  1995    APRIL 1, 1995  
                                        YEAR  ENDED     YEAR  ENDED        THROUGH           THROUGH     
                                      MARCH 31, 1998  MARCH 31, 1997   MARCH 31, 1996    OCTOBER 27, 1995

                                                                                                         
Statutory rate                             35.0%          34.0%             36.0%             36.0%      
Foreign rates varying from 34%             (0.5)           1.8                                           
Large corporation tax                      (2.8)          (1.6)                                          
State taxes, net of federal benefit         3.3            0.3                                           
Nondeductible items                         1.9            4.1              (0.5)             (1.2)      
Other                                       2.5            0.5                                           
                                           ----           ----                                           

Effective income tax rate                  42.2%          40.7%             32.7%             33.2%      
                                           ====           ====              ====              ====       

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

9.       INCOME TAXES  (CONTINUED)                                              

 Significant components of the Company's deferred tax assets and
(liabilities) are as follows at March 31:                                       

                                                                [Download Table]

                                          1998        1997       1996  
                                                                       
Deferred tax liabilities                                               
  Tax depreciation in excess of book  $ (30,930)  $ (30,065)  $    --  
  Inventory reserve                      (1,581)     (1,292)           
  Other                                    (170)                       
                                      ---------   ---------   ---------
Gross deferred tax liabilities          (32,681)    (31,357)           
                                      ---------   ---------   ---------
Deferred tax assets                                                    
  Postretirement medical benefits        14,397      13,387            
  Impairment reserve                         22       1,200            
  Workers' compensation                   1,345       1,089            
  Medical benefits accrual                  473         702            
  Allowance for bad debts                    97         502            
  AMT credit carry forward                            3,000            
  Pension benefits                        2,514       1,606         498
  Net operating loss carry forwards       2,381       2,905       3,066
  Book depreciation in excess of tax                                989
  Restructuring reserve                   3,698       3,927         311
  Foreign exchange                          127          46         696
  Other                                   3,299       2,471         579
                                      ---------   ---------   ---------
  Gross deferred tax assets              28,353      30,835       6,139
                                      ---------   ---------   ---------
Valuation allowance                        (200)       (200)           
                                      ---------   ---------   ---------

Net deferred tax asset (liability)    $  (4,528)  $    (722)  $   6,139
                                      =========   =========   =========

 A valuation allowance is provided on the tax benefits otherwise
     associated with certain tax attributes unless it is considered more
likely than not that the benefit will be realized.            

      The Company has net operating loss carry forwards for federal income
         tax purposes with potential future tax benefits of approximately $2,147
         at March 31, 1998. The federal net operating losses expire during 2011.
       The Company has net operating loss carry forwards for Canadian income
         tax purposes with potential future tax benefits of approximately $2,950
         at March 31, 1998. The Canadian net operating losses expire during 2004
 and 2005. In addition, the Company has net operating loss carry
    forwards for Mexican income tax purposes with potential future tax
     benefits of approximately $1,695 at March 31, 1998. The Mexican net
operating losses expire in seven to ten years.                

    The Company has net operating loss carry forwards with a potential
        future tax benefit of approximately $202 for state income tax purposes
       and Tennessee Jobs Tax Credit carry forwards of approximately $200 at
March 31, 1998, both of which expire during 2010 and 2011.    

10.      RESTRUCTURING RESERVES                                                 

    In connection with the acquisition of Lobdell described in Note 3,
 management began to formulate and assess a plan to exit certain
activities of Lobdell and, accordingly, established certain   
        restructuring reserves aggregating $7,050 in Lobdell's opening balance
     sheet. Management's restructuring plan included the sale of certain
     subsidiaries, closure of a Lobdell owned manufacturing facility and
      sale of the current Lobdell owned corporate offices. Included in the
       restructuring reserves at March 31, 1997 were costs for severance and
    benefits for employees to be relocated and terminated ($5,052) and
         other restructuring related costs ($1,998). During the year ended March
         31, 1998, total payments to employees that were terminated were $1,979.
     As a result of management's plans, approximately 375 employees were
terminated.                                                   

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

10.      RESTRUCTURING RESERVES  (CONTINUED)                                    

   In connection with management's plans to reduce costs and improve
    operating efficiencies at other facilities, the Company recorded a
       provision for restructuring of $1,610 during the year ended March 31,
   1998 and established restructuring reserves aggregating $1,339 in
Howell's opening balance sheet.                               

       A summary of the restructuring activity is presented below. There was
        no activity during the period from January 10, 1997 to March 31, 1997.

                                                                [Download Table]
                                                                  
Balance at March 31, 1997                                $  7,050 
1998 provision                                              1,610 
1998 activity:                                                    
  Restructuring accrual associated with the                       
    acquisition of Howell                                   1,339 
  Reduction in workforce and other cash outflows           (2,355)
  Reversal of excess accruals to noncurrent assets         (1,281)
                                                         -------- 
Balance at March 31, 1998                                $  6,363 
                                                         ======== 

      The provision for restructuring recorded during the year ended March
       31, 1998 represents costs associated with management's plans to close
         three Company facilities. Management expects that, as a result of these
      closures, approximately 160 employees will be permanently separated.
     Severance costs for these employees will be recorded in 1999. Costs
recorded in 1998 primarily relate to fixed assets.            

         The restructuring reserve established in Howell's opening balance sheet
      represents management's best estimate of the costs to be incurred in
         connection with the closure of a leased Howell facility. As a result of
      this closure, no employees are expected to be terminated. Management
     continues to assess the future manufacturing capacity of Howell and
expects to complete its assessment and finalization of the    
       restructuring plan within one year of the acquisition date of Howell.

      The reversal of excess accruals recorded during the year ended March
         31, 1998 is due to management's finalization of its restructuring plans
for Lobdell. No future requirement for this accrual exists.   
    These reversals were recorded as a reduction of noncurrent assets.

      In connection with the Company's restructuring activities related to
        Lobdell, certain employees of Lobdell were terminated. The termination
    of certain of these employees resulted in a postretirement medical
         benefit curtailment gain of $957 which, in accordance with the purchase
         method of accounting, was treated as a reduction in liabilities assumed
         at the acquisition date. Accordingly, no postemployment medical benefit
    curtailment gain has been recognized in the Company's statement of
operations for the year ended March 31, 1997.                 

11.      BENEFIT PLANS                                                          

The Company sponsors twelve noncontributory plans covering    
   substantially all employees meeting the age and length of service
    requirements as specified in the plans. The plan covering salaried
       employees provides pension benefits that are based on a percentage of
     the employee's average monthly compensation during the five highest
   consecutive years out of their last ten years, and their years of
       credited service up to a maximum of 30 years. The hourly plans do not
    provide for increases in future compensation levels. The Company's
    funding policy for the plan covering salaried employees is to make
         contributions in amounts sufficient to annually fund the plan's current
       service cost and the initial past service cost, plus interest, over a
       period of 30 years. Plans covering hourly employees generally provide
       benefits of stated amounts based on their unique labor agreements for
       each year of service. The Company's funding policy for these plans is
to make at least the minimum annual contributions required by 
applicable regulations.                                       

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

11.      BENEFIT PLANS  (CONTINUED)                                             

     The following table sets forth the plans' funded status and amounts
recognized on the Company's balance sheets at March 31:       

                                                        [Enlarge/Download Table]

                                                                OVERFUNDED PLANS                  UNDERFUNDED PLANS       
                                                                ----------------                  -----------------       
                                                         1998        1997        1996       1998        1997          1996

                                                                                                                          
Actuarial present value of benefit obligation                                                                             
  Vested benefits                                     $ 20,132    $ 17,573    $  2,376   $ 43,620    $ 34,106    $ 11,539 
  Nonvested benefits                                       659       1,170          74      2,602       1,853         356 
                                                      --------    --------    --------   --------    --------    -------- 
                                                        20,791      18,743       2,450     46,222      35,959      11,895 
Effect of projected future compensation levels           2,329       4,060       1,285      3,187                         
                                                      --------    --------    --------   --------    --------    -------- 
Projected benefit obligation for service rendered       23,120      22,803       3,735     49,409      35,959      11,895 
Plan assets at fair value (primarily U.S. government                                                                      
  securities, bonds and notes and mutual funds)        (23,740)    (22,854)     (4,155)   (47,484)    (32,280)    (10,525)
                                                      --------    --------    --------   --------    --------    -------- 
Plan assets less (greater) than projected benefit                                                                         
  obligation                                              (620)        (51)       (420)     1,925       3,679       1,370 
Unrecognized net loss, including asset                                                                                    
  gains/losses not yet reflected in market values       (1,663)         10                  2,723         (21)            
Unrecognized prior service cost                                                                44         (20)            
Unrecognized net obligation being recognized over                                                                         
  15-20 years                                                           15                                                
Experience gains (losses)                                              (61)        125                   (392)       (363)
Adjustment required to recognize minimum liability                                             35         472         368 
                                                      --------    --------    --------   --------    --------    -------- 
(Prepaid) accrued pension cost                        $ (2,283)   $    (87)   $   (295)  $  4,727    $  3,718    $  1,375 
                                                      ========    ========    ========   ========    ========    ======== 

     The minimum pension liability in excess of the allowable intangible
        asset has been recorded as a separate component of equity, net of tax.

       Net periodic pension cost for each year and the actuarial assumptions
       used in determining the projected benefit obligation were as follows:

                                                        [Enlarge/Download Table]

                                                  COMPANY                          PRECEDESSOR   
                               ------------------------------------------------  ----------------
                                                                 PERIOD FROM        PERIOD FROM  
                                YEAR ENDED      YEAR ENDED     OCTOBER 28, 1995    APRIL 1, 1995 
                                 MARCH 31,       MARCH 31,         THROUGH            THROUGH    
                                   1998            1997         MARCH 31, 1996   OCTOBER 27, 1995

                                                                                                 
Service cost                   $    2,143      $    1,074           $  266            $  344     
Interest cost                       4,808           2,127              530               697     
Actual return on assets           (12,528)         (2,138)            (425)             (533)    
Net amortization and deferral                       7,505               15                60     
                               ----------      ----------           ------            ------     
Net periodic pension cost      $    1,928      $    1,078           $  371            $  568     
                               ==========      ==========           ======            ======     

Discount rate                                                                                    
  U.S. plans                         7.25%           7.75%                                       
  Canadian plans                     6.50%           8.00%            8.50%             8.75%    
Expected return on assets                                                                        
  U.S. plans                    8.50-9.00%           9.00%                                       
  Canadian plans                     8.50%           8.50%            8.50%             7.50%    
Salary progression                                                                               
  U.S. plans                         4.50%           4.50%                                       
  Canadian plans                     5.50%           5.50%            5.50%             5.50%    

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

11.      BENEFIT PLANS  (CONTINUED)                                             

   The Company sponsors seven defined contribution 401(k) plans. The
Company generally contributes 25% of the first 6% of the base 
compensation that a participant contributes to the plans.     

12.      POSTRETIREMENT MEDICAL BENEFITS                                        

     In addition to the Company's defined benefit pension plans, Lobdell
sponsors unfunded defined benefit medical plans that provide  
        postretirement medical benefits to certain full-time employees meeting
         the age, length of service and contractual requirements as specified in
        the plans. The plan covering salaried employees is a contributory plan
    providing medical benefits to those hired before July 1, 1993. The
         percentage of cost paid by the retiree currently ranges from 10% for 30
       or more years of service at retirement to 55% for 15 years of service
         at retirement, with Company contributions commencing upon attainment of
     age 62. Those retiring with less than 15 years of service and those
    hired after June 30, 1993 may participate in the plan at their own
     cost. The plan is currently noncontributory for those employees who
    retired prior to July 1, 1993. The plans covering hourly employees
        provide medical benefit plan options that are similar to those offered
       to active hourly employees, with Lobdell contributions limited either
       to that available under traditional coverage for Alma hourly retirees
     or to 87% of the total applicable premium for Greencastle retirees.

       The following table presents the plan's funded status reconciled with
amounts recognized in the Company's balance sheet at March 31.

                                                                [Download Table]

                                                           1998         1997 

                                                                             
Accumulated postretirement benefit obligation                                
  Retirees                                              $ 16,332     $ 14,479
  Full eligible active plan participants                   6,195        4,287
  Other active plan participants                          18,134       13,510
                                                        --------     --------
  Total unfunded obligation                               40,661       32,276
Unrecognized gain (loss)                                  (4,669)       1,191
                                                        --------     --------

Postretirement medical benefits liability               $ 35,992     $ 33,467
                                                        ========     ========

 Net periodic postretirement benefit cost included the following
components:                                                   

                                                        [Enlarge/Download Table]

                                                                                    FOR THE PERIOD FROM
                                                                    FOR THE YEAR      JANUARY 10, 1997 
                                                                        ENDED             THROUGH      
                                                                    MARCH 31, 1998     MARCH 31, 1997  

                                                                                                       
Service cost--benefits earned during the period                        $  1,025           $    272     
Interest cost on the accumulated postretirement benefit obligation        2,711                623     
                                                                       --------           --------     

Net periodic postretirement benefit cost                               $  3,736           $    895     
                                                                       ========           ========     

        The weighted average discount rate used in determining the accumulated
         postretirement benefit obligation was 7.25% and 7.75% at March 31, 1998
     and 1997, respectively. The weighted average annual assumed rate of
       increase in the per capita cost of covered benefits (i.e., healthcare
cost trend rate) is 8.5% in 1998 trending to 6.5% in 2008 and 
    thereafter for retirees less than 65 years of age. For retirees 65
     years of age and over, the rate is 8.3% in 1998 trending to 6.5% in
      2008 and thereafter. The healthcare cost trend rate assumption has a
         significant effect on the amounts reported. For example, increasing the
     assumed healthcare cost trend rates by one percentage point in each
       year would increase the accumulated postretirement benefit obligation
as of March 31, 1998 by approximately $5,919 and net periodic 
  postretirement benefit cost for the year ended March 31, 1998 by
approximately $573.                                           

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

13.      REDEEMABLE PREFERRED STOCK                                             

    In connection with the acquisition of Lobdell described in Note 3,
     redeemable preferred stock with a face value of $50,748 was issued.
       Redeemable preferred stock with a face value of $40,748 was delivered
to the former shareholders of Lobdell on January 10, 1997. The
       remaining redeemable preferred stock with a face value of $10,000 was
         placed in escrow pending final determination of the purchase price. The
        preferred stock issuance consisted of 457,541 shares of Series A $3.00
      Cumulative Preferred Stock (Series A Preferred) and 49,938 shares of
      Series B Preferred Stock (Series B Preferred). On July 15, 1997, the
         Company entered into a Settlement Agreement and Mutual Release with the
        preferred shareholders of Lobdell (the Settlement Agreement). Pursuant
       to the Settlement Agreement, 60,002 shares of Series A Preferred held
       in escrow and all Series B Preferred previously issued were canceled.
       The remaining 39,938 shares of Series A Preferred held in escrow were
released to the preferred shareholders of Lobdell.            

   The annual dividend on the Series A Preferred is $3.00 per share,
payable semi-annually. Dividends on the Series A Preferred are
       cumulative, but do not bear interest. Under the terms of the issuance
     of the Series A Preferred (the Stock Agreement), the holders of the
         Series A Preferred maintain limited voting rights. Holders are entitled
       to vote on any provisions that would adversely affect their rights or
      privileges or management's plans to issue any equity securities that
       would rank prior to the Series A Preferred. Holders are also entitled
 to elect at least one director of Lobdell, which, under certain
provisions of the Stock Agreement, may increase to two.       

   Lobdell is required to redeem all shares of Series A Preferred on
      December 31, 2006 at a price of $100 per share, plus all declared or
  accumulated but unpaid dividends. If Oxford does not commence an
       initial public offering of common stock (IPO) prior to June 30, 2006,
        then the redemption price of the Series A Preferred is $103 per share.
        If an IPO does not occur by December 31, 2001, each holder of Series A
        Preferred has the option to redeem annually a maximum of 20 percent of
   the shares held at a price of $100 per share on each December 31,
beginning in 2002.                                            

        Series A Preferred holders are not allowed to transfer, sell or assign
        the shares prior to February 1, 1999. Subsequent to that date, Lobdell
has the right of first refusal to purchase any of the shares  
  transferred, sold or assigned by a holder of Series A Preferred.

       Holders of Series A Preferred are entitled to convert their shares to
  Oxford common stock issued in connection with an IPO. Individual
        holders may convert a maximum of 50% of their shares, but the total of
         all Series A Preferred shares converted may not exceed 25% of the total
Series A Preferred shares outstanding.                        

The Series A Preferred has been included in the accompanying  
         consolidated balance sheet at its fair value at the date of issuance of
    $39,754, and has been adjusted for accrued dividends and accretion
     totaling $438 and $258 for the years ended March 31, 1998 and 1997,
respectively.                                                 

14.      RELATED PARTY TRANSACTIONS                                             

        The Company is charged a fee by a related party, The Oxford Investment
    Group, Inc., for consulting, finance and management services. Fees
charged to the Company by The Oxford Investment Group, Inc.   
     approximated $1,005 and $275 for the years ended March 31, 1998 and
   1997, respectively. In connection with the acquisitions of BMGNA,
     Lobdell and Howell, investment banking fees of $200, $300 and $230,
      respectively, were paid to The Oxford Investment Group, Inc., during
the periods ended March 31, 1996, 1997 and 1998, respectively.

     As described in Note 3, the majority shareholder of the Company was
also the majority shareholder of RPIH.                        

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

15.      COMMITMENTS AND CONTINGENCIES                                          

OPERATING LEASES                                              

  As of March 31, 1998, the Company had long-term operating leases
covering certain machinery and equipment. The minimum rental  
       commitments under noncancellable operating leases with lease terms in
excess of one year are as follows as of March 31, 1998:       

                                                                [Download Table]
                  

1999      $  3,422
2000         3,480
2001         1,380
2002         3,370
2003           142
          --------

          $ 11,794
          ========

ENVIRONMENTAL MATTERS                                         

         The Company is subject to federal, state and local laws and regulations
       which govern environmental matters. These laws regulate the discharge
         of materials into the environment and may require the Company to remove
     or mitigate the environmental effects of the disposal or release of
      petroleum or chemical substances. The Company has identified several
   environmental matters resulting from prior operations. Due to the
        relatively early stage of investigation of certain of these identified
   matters as well as potential indemnification by other potentially
      responsible parties, management is unable to reasonably estimate the
        ultimate cost of remediating certain of these identified environmental
       matters. The Company has recorded a liability of approximately $1,746
        and $880 at March 31, 1998 and 1997, respectively, for estimated costs
of known environmental matters.                               

GENERAL                                                       

       The Company is subject to various claims, lawsuits and administrative
    proceedings related to matters arising out of the normal course of
         business. In the opinion of management, after reviewing the information
which is currently available with respect to such matters and 
      consulting with legal counsel, any liability which may ultimately be
       incurred with respect to these matters will not materially affect the
         financial position, results of operations or cash flows of the Company.

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

16.      SEGMENT INFORMATION                                                    

   The Company operates in one industry segment and all sales are to
       unaffiliated customers. Net sales represent all sales to unaffiliated
       customers. Net export sales represent sales to unaffiliated customers
         outside of the enterprise's home country. The Company's home country is
  the United States and the Predecessor's home country was Canada.
    Accordingly, for the period from April 1, 1995 through October 27,
  1995, net export sales represent sales to unaffiliated customers
      outside of Canada. For the period from October 28, 1995 to March 31,
        1996 and for the years ended March 31, 1997 and 1998, net export sales
         represent sales to unaffiliated customers outside of the United States.
      Net sales by geographic area, identifiable assets by geographic area
and net export sales by geographic area are as follows:       

                                                        [Enlarge/Download Table]

                                              COMPANY                           PREDECESSOR   
                         --------------------------------------------------  -----------------
                                                             PERIOD FROM        PERIOD FROM   
                         YEAR ENDED         YEAR ENDED    OCTOBER 28,  1995    APRIL 1, 1995  
                          MARCH 31,          MARCH 31,         THROUGH           THROUGH      
                             1998              1997         MARCH 31, 1996   OCTOBER 27, 1995 

                                                                                              
Net Sales                                                                                     
  United States          $ 324,335          $  54,660         $    --           $    --       
  Canada                    85,030             82,201            35,572            49,043     
  Mexico                       956                                                            
                         ---------          ---------         ---------         ---------     
                         $ 410,321          $ 136,861         $  35,572         $  49,043     
                         =========          =========         =========         =========     

Operating Income (Loss)                                                                       
  United States          $  22,234          $   1,101         $    --           $             
  Canada                      (462)             2,700             1,713            (1,774)    
  Mexico                    (1,718)                                                           
                         ---------          ---------         ---------         ---------     
                         $  20,054          $   3,801         $   1,713         $  (1,774)    
                         =========          =========         =========         =========     

Identifiable Assets                                                                           
  United States          $ 275,039          $ 189,308         $    --                         
  Canada                    40,634             57,153            49,200                       
  Mexico                     4,948                                                            
                         ---------         ---------          ---------                       
                         $ 320,621         $ 246,461          $  49,200                       
                         =========         =========          =========                       

Net Export Sales                                                                              
  Canada                 $  63,985          $  41,846         $  16,476         $    --       
  United States                                                                    25,397     
  Mexico                    52,834             13,573             1,366               664     
  Other                      4,893              2,120                                         
                         ---------          ---------         ---------         ---------     
                         $ 121,712          $  57,539         $  17,842         $  26,061     
                         =========          =========         =========         =========     

17.      SUBSEQUENT EVENT                                                       

      On April 1, 1998, the Company purchased the assets of the Suspension
      Division of Eaton Corporation (Suspension) for cash of approximately
      $53,500, including the investment in the Metalcar joint venture. The
         acquisition was financed through the proceeds of the Notes described in
Note 8 and the issuance of $35,000 of Series B 10.125% Senior 
  Subordinated Notes Due 2007. The acquisition will be recorded in
     accordance with the purchase method of accounting. Accordingly, the
         purchase price plus direct cost of the acquisition will be allocated to
      the assets acquired and liabilities assumed based on their estimated
fair values at the date of acquisition.                       

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

17.      SUBSEQUENT EVENT (CONTINUED)                                           

    The estimated fair market value of assets acquired and liabilities
assumed is summarized as follows:                                               

                                                                [Download Table]
                                                   
Current assets                           $  22,700 
Property, plant and equipment               47,200 
Current liabilities                        (11,300)
Long-term liabilities                       (5,100)
                                         --------- 
                                         $  53,500 
                                         ========= 

       The unaudited pro forma combined results of operations of the Company
       and Suspension for the year ended March 31, 1998 including Howell and
     RPIH as if the acquisitions had occurred at the beginning of fiscal
      1998 and after giving effect to certain pro forma adjustments are as
follows:                                                      

                                                                [Download Table]
                                                   
Net sales                                 $ 576,163
Net income                                $   2,261
Net income applicable to common shares    $     927
Net income per common share               $    2.99

        The pro forma information is not intended to be a projection of future
  results. The foregoing unaudited pro forma results of operations
    reflect adjustments for additional interest expense related to the
        financing of the acquisitions and the additional depreciation expense,
      as a result of the write-up of property, plant and equipment, net of
the related tax benefit.                                      

18.      CONDENSED CONSOLIDATING INFORMATION                                    

        The Notes are guaranteed by Oxford Automotive, Inc. and certain of its
     wholly-owned subsidiaries, including Lobdell, Howell, BMGH and RPIH
   (the Guarantor Subsidiaries). The Notes are not guaranteed by the
Company's other consolidated subsidiary, Oxford Mexico (the   
      Non-guarantor Subsidiary). The guarantee of the Notes by the Company
         and the Guarantor Subsidiaries is full and unconditional. The following
     condensed consolidated financial information presents the financial
         position, results of operations and cash flows of (i) the Company as if
  it accounted for its subsidiaries on the equity method, (ii) the
        Guarantor Subsidiaries on a combined basis and (iii) the Non-guarantor
  Subsidiary. Condensed consolidated financial information for the
periods prior to March 31, 1998 are not presented because the 
        non-guarantors during those periods were inconsequential, individually
     and in the aggregate, to the consolidated financial statements, and
         management has determined that they would not be material to investors.

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

18.      CONDENSED CONSOLIDATING INFORMATION  (CONTINUED)                       

CONDENSED CONSOLIDATING BALANCE SHEETS
MARCH 31, 1998
 (DOLLAR AMOUNTS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                         NON-GUARANTOR     GUARANTOR      ELIMINATIONS/              
                                              PARENT      SUBSIDIARIES     SUBSIDIARY      ADJUSTMENTS   CONSOLIDATED
                                                                    (DOLLARS IN THOUSANDS)                           
                                                                                                                     
ASSETS                                                                                                               
Current assets                                                                                                       
   Cash                                      $  13,673      $     322       $   4,326       $              $  18,321 
   Receivables (net)                             7,206            868          64,652          (7,453)        65,273 
   Inventories                                                     40          21,265                         21,305 
   Reimbursable tooling                                                        13,315                         13,315 
   Income taxes refundable                                                      1,601                          1,601 
   Deferred income taxes                            92                          4,307                          4,399 
   Prepaid expenses and other                      172             10           8,443          (1,663)         6,962 
                                             ---------      ---------       ---------       ---------      --------- 
      TOTAL CURRENT ASSETS                      21,143          1,240         117,909          (9,116)       131,176 
Other noncurrent assets                         14,626             45          10,477                         25,148 
Property, plant and equipment (net)              2,141          3,663         157,904                        163,708 
Investment in consolidated subsidiaries         31,861                                        (31,861)               
                                             ---------      ---------       ---------       ---------      --------- 
      TOTAL ASSETS                           $  69,771      $   4,948       $ 286,290       $ (40,977)     $ 320,032 
                                             =========      =========       =========       =========      ========= 
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                 
Current liabilities                                                                                                  
   Accounts payable                          $     746            351          50,956             161         52,214 
   Employee compensation                         1,330                          3,478                          4,808 
   Intercompany accounts                       (65,132)         6,041          52,986           6,105                
   Restructuring reserve                                                        6,363                          6,363 
   Accrued expenses and other                      951            104          20,505          (9,318)        12,242 
   Current portion of borrowings                                               10,965                         10,965 
      TOTAL CURRENT LIABILITIES                (62,105)         6,496         145,253          (3,052)        86,592 
Pension liability                                                               4,727                          4,727 
Postretirement medical benefits                                                35,992                         35,992 
Deferred income taxes and other                    279           (576)         18,225                         17,928 
Long-term borrowings                           124,828                          3,655                        128,483 
                                             ---------      ---------       ---------       ---------      --------- 
      TOTAL LIABILITIES                         63,002          5,920         207,852          (3,052)       273,722 
                                             ---------      ---------       ---------       ---------      --------- 
Redeemable preferred stock                                                     40,192                         40,192 
                                             ---------      ---------       ---------       ---------      --------- 
Shareholders' equity                                                                                                 
   Common stock                                  1,050                         32,974         (32,974)         1,050 
   Foreign currency translation                                   147            (798)                          (651)
   Retained earnings (accumulated deficit)       4,750         (1,119)          6,070          (4,951)         4,750 
   Unrealized gain on marketable securities        969                                                           969 
   Equity adjustment for minimum pension                                                                             
      TOTAL SHAREHOLDERS' EQUITY                 6,769           (972)         38,246         (37,925)         6,118 
                                             ---------      ---------       ---------       ---------      --------- 
      TOTAL LIABILITIES AND SHAREHOLDERS'                                                                            
       EQUITY                                $  69,771      $   4,948       $ 286,290       $ (40,977)     $ 320,032 
                                             =========      =========       =========       =========      ========= 
                                                                               
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OXFORD AUTOMOTIVE, INC.                                                         

CONSOLIDATED BALANCE SHEETS                                                     
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

18.      CONDENSED CONSOLIDATING INFORMATION  (CONTINUED)                       

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
 YEAR ENDED MARCH 31, 1998
 (DOLLAR AMOUNTS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                            NON-GUARANTOR    GUARANTOR      ELIMINATIONS/              
                                                  PARENT      SUBSIDIARY    SUBSIDIARIES     ADJUSTMENTS   CONSOLIDATED
                                                                     (DOLLARS IN THOUSANDS)                            

                                                                                                                       
Sales                                           $    --       $     956       $ 409,365       $    --       $ 410,321  
Cost of sales                                                     2,674         365,746                       368,420  
                                                ---------     ---------       ---------       ---------     ---------  
   GROSS PROFIT                                                  (1,718)         43,619                        41,901  
Selling, general and administrative expenses         (665)                       22,504                        21,839  
Restructuring provision                                                           1,610                         1,610  
Gain on sale of equipment                                                        (1,602)                       (1,602) 
                                                ---------     ---------       ---------       ---------     ---------  
   OPERATING INCOME                                   665        (1,718)         21,107                        20,054  
Other income (expense)                                                                                                 
   Interest expense                                  (467)            2         (10,245)                      (10,710) 
   Other                                                             21             300                           321  
                                                ---------     ---------       ---------       ---------     ---------  
INCOME BEFORE BENEFIT (PROVISION)                                                                                      
   FOR INCOME TAXES                                   198        (1,695)         11,162                         9,665  
Benefit (provision) for income taxes                 (314)          576          (4,336)                       (4,074) 
                                                ---------     ---------       ---------       ---------     ---------  
INCOME BEFORE EQUITY IN INCOME OF                                                                                      
 CONSOLIDATED SUBSIDIARIES                           (116)       (1,119)          6,826                         5,591  
Equity in income of consolidated  subsidiaries      5,707                                        (5,707)               
                                                ---------     ---------       ---------       ---------     ---------  
NET INCOME                                      $   5,591        (1,119)          6,826          (5,707)        5,591  
                                                =========     =========       =========       =========     =========  

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OXFORD AUTOMOTIVE, INC.                                                         

CONSOLIDATED BALANCE SHEETS                                                     
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

18.      CONDENSED CONSOLIDATING INFORMATION  (CONTINUED)                       

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
 YEAR ENDED MARCH 31, 1998
 (DOLLAR AMOUNTS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                  NON-GUARANTOR      GUARANTOR                 
                                                        PARENT      SUBSIDIARY      SUBSIDIARIES   CONSOLIDATED

                                                                      (DOLLARS IN THOUSANDS)                   

                                                                                                               
NET CASH PROVIDED BY (USED IN)                                                                                 
 OPERATING ACTIVITIES                                 $ (71,916)          3,801           94,101        25,986 
                                                      ---------       ---------        ---------     --------- 
INVESTING ACTIVITIES                                                                                           
Purchase of businesses, net of cash acquired            (24,219)                                       (24,219)
Purchase of property, plant and equipment                (2,228)         (3,774)         (10,721)      (16,723)
Proceeds from sale of equipment                                                            5,433         5,433 
Purchases of marketable securities                       (7,658)                                        (7,658)
                                                      ---------       ---------        ---------     --------- 
NET CASH USED IN INVESTING ACTIVITIES                   (34,105)         (3,774)          (5,288)      (43,167)
                                                      ---------       ---------        ---------     --------- 
FINANCING ACTIVITIES                                                                                           
Proceeds from borrowing arrangements                    124,828                            1,825       126,653 
Principal payments on borrowing arrangements                                             (93,782)      (93,782)
Payment of preferred stock dividends                                                      (1,193)       (1,193)
Debt financing costs                                     (5,372)                                        (5,372)
                                                      ---------       ---------        ---------     --------- 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     119,456                          (93,150)       26,306 
                                                      ---------       ---------        ---------     --------- 
Effect of foreign currency rate fluctuations on cash                        295             (770)         (475)
                                                      ---------       ---------        ---------     --------- 
NET INCREASE (DECREASE) IN CASH                          13,435             322           (5,107)        8,650 
Cash at beginning of period                                 238                            9,433         9,671 
                                                      ---------       ---------        ---------     --------- 

Cash at end of period                                 $  13,673             322            4,326        18,321 
                                                      =========       =========        =========     ========= 
                                                                               
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OXFORD AUTOMOTIVE, INC.                                                         

CONSOLIDATED BALANCE SHEETS                                                     
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

19.      INTERIM DATA (UNAUDITED)                                               

BASIS OF PRESENTATION                                         

      The accompanying unaudited balance sheet as of December 31, 1998 and
    the unaudited consolidated statements of operations, of changes in
  shareholders' equity and of cash flows for the nine months ended
   December 31, 1998 and 1997 include all adjustments, consisting of
      normal recurring adjustments, which in the opinion of management are
        necessary for the fair presentation of the financial position, results
         of operations, and cash flows of the Company. The results of operations
         for any interim period are not necessarily indicative of the results of
operations for a full year.                                   

SENIOR SUBORDINATED NOTES                                     

         On April 1, 1998, the Company issued $35.0 million of unsecured 10 1/8%
         Senior Subordinated Notes due 2007, Series B (the "Series B Notes"). On
         December 8, 1998, the Company issued $40.0 million of unsecured 10 1/8%
      Senior Subordinated Notes due 2007, Series C (the "Series C Notes").
       The Series B Notes and the Series C Notes are substantially identical
       to and rank pari passu in right of payment with the $125.0 million of
    unsecured 10 1/8% Senior Subordinated Notes due 2007 issued by the
      Company on June 24, 1997 (the "Series A Notes"). The Series A Notes,
         the Series B Notes, and the Series C Notes are collectively referred to
     as the "Notes". The Notes pay interest semi-annually on June 15 and
 December 15. The Notes provide for certain covenants, including
        limitations on: indebtedness, restricted payments, distributions, sale
     of assets, affiliate transactions and merger and consolidation. The
 Company has optional redemption rights beginning June 15, 2002.

         The Notes are limited to $250.0 million aggregate principal amount. The
  net proceeds to the Company from the sale of Series B Notes were
        approximately $37.6 million (after the inclusion of approximately $2.0
       million in premium and accrued interest of approximately $1.0 million
       paid by the initial purchaser of the Series B Notes and the deduction
        of estimated expenses of approximately $0.4 million). The Company used
   all of the net proceeds in connection with the acquisition of the
   Suspension Division of Eaton Corporation. The net proceeds to the
     Company from the sale of the Series C Note were approximately $40.8
       million (after inclusion of approximately $1.5 million in premium and
       the deduction of expenses or approximately $0.7 million). The Company
      used the net proceeds to repay borrowings under the Company's Senior
         Credit Facility and for working capital, acquisitions and other general
corporate purposes.                                           

     As of December 31, 1998, the Notes are guaranteed by certain of the
       Company's wholly-owned subsidiaries, including BMGH, Howell, Lobdell,
Oxford Suspension, Inc., Oxford Suspension Ltd., and RPIH (the
       "Guarantor Subsidiaries"). As of December 31, 1998 the Notes were not
   guaranteed by the Company's other consolidated subsidiary, Oxford
     Automotriz de Mexico S.A. de C.V. (the "Non-guarantor Subsidiary").

The guarantee of the Notes by the Company and the Guarantor   
 Subsidiaries is full and unconditional. The following unaudited
     condensed consolidated financial information presents the financial
         position, results of operations and cash flows of (i) the Company as if
  it accounted for its subsidiaries on the equity method, (ii) the
        Guarantor Subsidiaries on a combined basis and (iii) the Non-guarantor
Subsidiary.                                                   

      Condensed consolidated financial information for the interim periods
         prior to December 31, 1998 are not presented because the non-guarantors
    during those periods were inconsequential, individually and in the
         aggregate, to the consolidated financial statements, and management has
determined that they would not be material to investors.      

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNT IN THOUSANDS, EXCEPT SHRE-RELATED DATA)                          
------------------------------------------------------------------------------- 

19.  INTERIM DATA (UNAUDITED)                                                   

CONDENSED CONSOLIDATING BALANCE SHEETS
 DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                            NON-GUARANTOR      GUARANTOR      ELIMINATIONS/                 
                                PARENT        SUBSIDIARY      SUBSIDIARIES     ADJUSTMENTS      CONSOLIDATED

                                                                                                            
ASSETS                                                                                                      
Current assets                                                                                              
Cash and cash                                                                                               
equivalents                $           44   $           71   $          203                   $          318
Receivables (net)                  (1,553)          (8,192)         112,300         (16,219)          86,336
Inventories                                          1,352           32,559                           33,911

Reimbursable Tooling                1,400               83           38,754                           40,237
Deferred income taxes                  92                             4,307                            4,399
Unexpended bond                                                                                             
proceeds                                                                  6                                6

Prepaid expenses and                                                                                        
other current assets                  632              510            2,488                            3,630
                           --------------   --------------   --------------  --------------   --------------
Total Current Assets       $          615   $       (6,176)  $      190,617  $      (16,219)  $      168,837

Marketable securities      $        8,092   $                $                                $        8,092
Other noncurrent assets             7,671            5,212           23,386                           36,269
Deferred income taxes                                                 7,918                            7,918
Property, plant and                                                                                         
equipment, net                      3,839            5,550          182,057                          191,446
Investment in                                                                                               
consolidation                                                                                               
subsidiaries                       44,033                                           (44,033)                
                           --------------   --------------   --------------  --------------   --------------
Total Assets               $       64,250   $        4,586   $      403,978  $      (60,252)  $      412,562
                           ==============   ==============   ==============  ==============   ==============

LIABILITIES AND                                                                                             
SHAREHOLDERS' EQUITY                                                                                        
Current Liabilities                                                                                         
Trade accounts payable     $          862   $        7,156   $       46,410                   $       54,428
Employee compensation               1,115              167            9,636                           10,918
Intercompany accounts                                                16,219         (16,219)                
Restructuring reservev                  8                             3,011                            3,019
Accrued expenses and                                                                                        
other current                                                                                               
liabilities                        (2,342)                           12,342                           10,000
Current portion                                                                                             
of borrowings                                                                                               
                                                                      3,411                            3,411
                           --------------   --------------   --------------  --------------   --------------
Total Current Liabilities  $         (357)  $        7,323   $       91,029  $      (16,219)  $       81,776

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

19.      INTERIM DATA (UNAUDITED)                                               

CONDENSED CONSOLIDATING BALANCE SHEETS (CONTINUED)
 DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
 (UNAUDITED)

                                                        [Enlarge/Download Table]

                                               NON-GUARANTOR   GUARANTOR    ELIMINATIONS/              
                                    PARENT      SUBSIDIARY    SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                                                                                                       
Pension liability                  $      35     $              $   5,435                   $   5,470  

Post retirement                                                                                        
  Medical benefits liability                                       41,427                      41,427  

Deferred income taxes                    279          (956)        14,639                      13,962  
Other non-current liabilities       (147,791)                     151,661                       3,870  
Long-term borrowings less current                                                                      
  portion                            208,030                       19,519                     227,549  
                                   ---------     ---------      ---------    ----------     ---------  
TOTAL LIABILITIES                  $  60,196     $   6,367      $ 323,710    $  (16,219)    $ 374,054  
Redeemable preferred stock         $             $              $  40,586                   $  40,586  
Shareholder's equity common stock      1,050                       41,371       (41,371)        1,050  
Accumulated other comprehensive                                                                        
  income (loss)                          (46)          (92)        (6,040)                     (6,178) 
Retained earnings                      3,050        (1,689)         4,351        (2,662)        3,050  
                                   ---------     ---------      ---------    ----------     ---------  
                                       4,054        (1,781)        39,682       (44,033)       (2,078) 
                                   ---------     ---------      ---------    ----------     ---------  
TOTAL LIABILITIES & SHAREHOLDER'S                                                                      
  EQUITY                           $  64,250     $   4,586      $ 403,978    $ ($60,252)    $ 412,562  
                                   =========     =========      =========    ==========     =========  

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

19.      INTERIM DATA (UNAUDITED)                                               

 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
 (UNAUDITED)

                                                        [Enlarge/Download Table]

                                NON-GUARANTOR   GUARANTOR    ELIMINATIONS/              
                       PARENT    SUBSIDIARY    SUBSIDIARIES  ADJUSTMENTS    CONSOLIDATED

                                                                                        
Sales                 $               4,449        145,285                    $ 149,734 
Cost of sales                         4,850        130,203                      135,053 
                      -------       -------      ---------      --------      --------- 
  GROSS PROFIT                         (401)        15,082                       14,681 

Selling, general and                                                                    
  administrative                                                                        
  expenses               (571)            9          7,991                        7,429 
                      -------       -------      ---------      --------      --------- 
OPERATING INCOME          571          (410)         7,091                        7,252 

  Interest income       3,570                          161        (3,610)           121 
  Interest expense     (4,859)            1         (3,991)        3,610         (5,239)

  Other income                                                                          
  (expense)                82            55            418                          555 
                      -------       -------      ---------      --------      --------- 
INCOME BEFORE                                                                           
  INCOME TAXES           (636)         (354)         3,679                        2,689 
Income taxes             (254)         (142)         1,471                        1,075 
                      -------       -------      ---------      --------      --------- 
INCOME BEFORE EQUITY                                                                    
  IN INCOME OF                                                                          
  CONSOLIDATED                                                                          
  SUBSIDIARIES           (382)         (212)         2,208                        1,614 

Equity in income of                                                                     
consolidated                                                                            
subsidiaries            1,996                                     (1,996)               
                      -------       -------      ---------      --------      --------- 

NET INCOME            $ 1,614       $  (212)     $   2,208      $ (1,996)     $   1,614 
                      =======       =======      =========      ========      ========= 

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

19.      INTERIM DATA (UNAUDITED)                                               

 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
 FOR THE NINE MONTHS ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
 (UNAUDITED)

                                                        [Enlarge/Download Table]

                                 NON-GUARANTOR   GUARANTOR    ELIMINATIONS/              
                       PARENT     SUBSIDIARY    SUBSIDIARIES   ADJUSTMENTS   CONSOLIDATED
                                                                                         
Sales                 $             7,099           401,045                    $ 408,144 
Cost of sales                       8,025           364,587                      372,612 
                      --------    -------         ---------       -------      --------- 
  GROSS PROFIT                       (926)           36,458                       35,532 

Selling, general and                                                                     
  administrative                                                                         
  expenses            $ (1,857)         9            24,083                       22,235 
  Restructuring                                       1,176                        1,176 
                      --------    -------         ---------       -------      --------- 
Provision                                                                                
OPERATING INCOME         1,857       (935)           11,199                       12,121 

  Interest income       12,629                          160       (12,595)           194 
  Interest expense     (13,725)                     (13,319)       12,595        (14,449)
  Other income                                                                           
  (expense)                226        (14)              737                          949 
                      --------    -------         ---------       -------      --------- 
  INCOME BEFORE            987       (949)           (1,223)                      (1,185)
   INCOME TAXES            395       (380)             (490)                        (475)
                      --------    -------         ---------       -------      --------- 
Income taxes                                                                             

INCOME BEFORE EQUITY                                                                     
  IN INCOME OF                                                                           
  CONSOLIDATED                                                                           
  SUBSIDIARIES             592       (569)             (733)                        (710)

Equity in income of                                                                      
consolidated                                                                             
subsidiaries            (1,302)                                     1,302                
                      --------    -------         ---------       -------      --------- 

NET INCOME            $   (710)   $  (569)        $    (733)      $ 1,302      ($    710)
                      ========    =======         =========       =======      ========= 

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OXFORD AUTOMOTIVE, INC.                                                         

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

19.      INTERIM DATA (UNAUDITED)                                               

 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
 FOR THE NINE MONTHS ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
 (UNAUDITED)

                                                                [Download Table]

                                    NON GUARANTOR   GUARANTOR                
                          PARENT     SUBSIDIARY    SUBSIDIARIES  CONSOLIDATED
                                                                             
Net cash provided by                                                         
(used in)                                                                    
operating activities      (38,174)    $ 2,199        $  4,808     ($31,167)  
                         --------     -------        --------     --------   

INVESTING ACTIVITIES                                                         
Purchase of businesses,                                                      
net of cash acquired      (53,886)                                 (53,886)  
Purchase of property,                                                        
plant and equipment        (1,962)     (2,210)        (16,197)     (20,369)  
Purchase of Marketable                                                       
Securities                   (892)                                    (892)  
                         --------     -------        --------     --------   
NET CASH USED IN                                                             
INVESTING ACTIVITIES      (56,740)     (2,210)        (16,197)     (75,147)  

FINANCING ACTIVITIES                                                         
Net proceeds (payments)                                                      
on borrowings               4,659                       8,882       13,541   
Proceeds from borrowing                                                      
arrangements               78,544                                   78,544   
Payment of                                                                   
preferred dividends                                      (596)        (596)  
Debt financing costs       (1,918)                       (703)      (2,621)  
                         --------     -------        --------     --------   
NET CASH PROVIDED BY                                                         
 (USED IN)                                                                   
FINANCING ACTIVITIES       81,285           0           7,583       88,868   

Effect of foreign                                                            
currency rate                                                                
fluctuation on cash                      (240)           (317)        (557)  
NET INCREASE (DECREASE)                                                      
IN CASH                   (13,629)       (251)         (4,123)     (18,003)  
Cash at beginning                                                            
of period                  13,673         322           4,326       18,321   
                         --------     -------        --------     --------   
Cash at end of period    $     44     $    71        $    203     $    318   
                         ========     =======        ========     ========   

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REPORT OF INDEPENDENT ACCOUNTANTS                                               

To the Board of Directors                                                       
and Shareholders of                                                             
Lobdell Emery Corporation                                                       

    In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of changes in shareholders' equity and of
cash flows after the restatement discussed in Note 16 present fairly, in all    
material respects, the financial position of Lobdell Emery Corporation and its  
subsidiaries (the Corporation) at December 31, 1996 and 1995, and the results of
their operations and their cash flows for each of the three years in the period 
ended December 31, 1996, in conformity with generally accepted accounting       
principles. These financial statements are the responsibility of the            
Corporation's management; our responsibility is to express an opinion on these  
financial statements based on our audits. We conducted our audits of these      
statements in accordance with generally accepted auditing standards which       
require that we plan and perform the audit to obtain reasonable assurance about 
whether the financial statements are free of material misstatement. An audit    
includes examining, on a test basis, evidence supporting the amounts and        
disclosures in the financial statements, assessing the accounting principles    
used and significant estimates made by management, and evaluating the overall   
financial statement presentation. We believe that our audits provide a          
reasonable basis for the opinion expressed above.                               

  As described in Note 15, on January 10, 1997 all of the outstanding shares
of common stock of the Corporation were sold to L-E Acquisition, Inc.           

PRICE WATERHOUSE LLP                                                            
Detroit, Michigan                                                               
May 19, 1997                                                                    

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

CONSOLIDATED BALANCE SHEETS                                                     
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                         December 31,         
                                                                    1996              1995    
                                                                                              
ASSETS                                                                                        
Current assets                                                                                
  Cash and cash equivalents ..................................... $     278         $     716 
  Trade receivables -- less allowance of $1,254 and $500,                                     
     respectively ...............................................    28,769            32,514 
  Inventories ...................................................     6,083            10,212 
  Income taxes receivable .......................................     1,282                   
  Reimbursable tooling ..........................................        47               407 
  Deferred income taxes .........................................     3,081             3,038 
  Prepaid expenses and other current assets .....................       191               827 
                                                                  ---------         --------- 
     Total current assets .......................................    39,731            47,714 
                                                                  ---------         --------- 
Advance under shareholders' redemption agreement ................     1,542                   
Unexpended bond proceeds ........................................     3,886             4,508 
Intangible pension asset ........................................     3,216             2,113 
Other noncurrent assets .........................................     2,483             3,825 
Deferred income taxes ...........................................     2,531                   
Property, plant and equipment, net ..............................    72,804            72,503 
                                                                  ---------         --------- 
     TOTAL ASSETS ............................................... $ 126,193         $ 130,663 
                                                                  =========         ========= 
  Employee compensation .........................................     5,156             4,614 
  Accrued expenses and other current liabilities ................     6,511             6,516 
  Current portion of long-term borrowings .......................     2,200             7,169 
                                                                  ---------         --------- 
     Total current liabilities ..................................    28,981            29,926 
                                                                  ---------         --------- 
Pension liability ...............................................     1,855             1,627 
Postretirement medical benefits liability .......................    19,639            16,889 
Deferred income taxes ...........................................                       1,180 
Other noncurrent liabilities ....................................     1,950             1,739 
                                                                  ---------         --------- 
 ................................................................    23,444            21,435 
                                                                  ---------         --------- 
Long-term borrowings -- less current portion ....................    41,134            39,097 
                                                                  ---------         --------- 
     Total liabilities ..........................................    93,559            90,458 
                                                                  ---------         --------- 
Commitments and contingent liabilities (Note 13)                                              
  Redeemable Common stock, Class                                                              
  B nonvoting, $1 par value, outstanding                                                      
  137,112 shares (Note 11) ......................................     1,800             1,297 
                                                                  ---------         --------- 
Shareholders' equity Common stock, Class A voting, $1 par                                     
  value, authorized 540,000 shares, outstanding 478,255 shares...       478               478 
Common stock, Class B nonvoting, $1 par value authorized                                      
  5,400,000 shares; outstanding 3,430,623 shares ................     3,431             3,431 
  Retained earnings .............................................    27,376            35,730 
  Equity adjustment for minimum pension liability ...............      (451)             (731)
                                                                  ---------         --------- 
                                                                     30,834            38,908 
                                                                  ---------         --------- 
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ..................... $ 126,193         $ 130,663 
                                                                  =========         ========= 

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

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

CONSOLIDATED STATEMENTS OF OPERATIONS                                           
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE RELATED DATA)                        
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                             FOR THE YEAR ENDED               
                                                                                 DECEMBER 31,                 
                                                                --------------------------------------------- 
                                                                    1996              1995              1994  
                                                                                                              
Net sales ..................................................... $ 253,997         $ 269,260         $ 270,062 
Cost of sales .................................................   244,129           252,671           252,275 
                                                                ---------         ---------         --------- 
GROSS PROFIT ..................................................     9,868            16,589            17,787 
Selling, general and administrative ...........................    16,395            14,949            14,438 
Equipment impairment ..........................................     3,000                                     
                                                                ---------         ---------         --------- 
  OPERATING INCOME (LOSS) .....................................    (9,527)            1,640             3,349 

Other income (expense)                                                                                        
Interest expense ..............................................    (3,557)           (3,448)           (2,799)
  Other income ................................................       664               744               366 
                                                                ---------         ---------         --------- 
INCOME (LOSS) BEFORE BENEFIT (PROVISION) FOR INCOME TAXES .....   (12,420)           (1,064)              916 
Benefit (provision) for income taxes ..........................     4,569               264              (442)
                                                                ---------         ---------         --------- 
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING                                                          
  CHANGE ......................................................    (7,851)             (800)              474 
Cumulative effect of accounting change -- post-employment                                                     
  benefits, net of income tax benefit ($.12 per share) ........                                          (510)
                                                                ---------         ---------         --------- 
NET LOSS ...................................................... $  (7,851)        $    (800)        $     (36)
                                                                =========         =========         ========= 
NET LOSS PER SHARE ............................................ $   (1.94)        $    (.19)        $    (.01)
                                                                =========         =========         ========= 

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

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY                       
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE RELATED DATA)                        
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                             EQUITY              
                                                                           ADJUSTMENT            
                                                                           FOR MINIMUM           
                                            CLASS A   CLASS B   RETAINED     PENSION             
                                             VOTING  NONVOTING  EARNINGS    LIABILITY     TOTAL  
                                                                                                 
BALANCES AT JANUARY 1, 1994 ...............   $478    $ 3,427   $ 36,715       $--      $ 40,620 
  Net loss for 1994 .......................                          (36)                    (36)
  Stock option activity ...................                 4         70                      74 
  Dividends ($.06 per share) ..............                         (257)                   (257)
  Accretion of redeemable common stock ....                          (63)                    (63)
  Minimum pension liability adjustment ....                                     (492)       (492)
                                              ----    -------   --------       -----    -------- 
BALANCES AT DECEMBER 31, 1994 .............    478      3,431     36,429        (492)     39,846 
  Net loss for 1995 .......................                         (800)                   (800)
  Stock option activity ...................                          213                     213 
  Dividends ($.03 per share) ..............                         (124)                   (124)
  Accretion of redeemable common stock ....                           12                      12 
  Minimum pension liability adjustment ....                                     (239)       (239)
                                              ----    -------   --------       -----    -------- 
BALANCES AT DECEMBER 31, 1995 .............    478      3,431     35,730        (731)     38,908 
  Net loss for 1996 .......................                       (7,851)                 (7,851)
  Accretion of redeemable common stock ....                         (503)                   (503)
  Minimum pension liability adjustment ....                                      280         280 
                                              ----    -------   --------       -----    -------- 
BALANCES AT DECEMBER 31, 1996 .............   $478    $ 3,431   $ 27,376       $(451)   $ 30,834 
                                              ====    =======   ========       =====    ======== 

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

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

CONSOLIDATED STATEMENTS OF CASH FLOWS                                           
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                          FOR THE YEAR ENDED              
                                                                              DECEMBER 31,                
                                                               -------------------------------------------
                                                                 1996             1995             1994   
                                                                                                          
OPERATING ACTIVITIES                                                                                      
Net loss ..................................................... $ (7,851)        $   (800)        $    (36)
Adjustments to reconcile net loss to net cash provided by                                                 
  operating activities                                                                                    
     Depreciation ............................................   13,746           12,486           12,045 
     Deferred income taxes ...................................   (3,922)          (1,332)          (1,395)
     Pension liability .......................................   (2,230)             657              159 
     Postretirement medical benefits liability ...............    2,750            2,245            2,923 
     Equipment impairment ....................................    3,000                                   
     Loss (Gain) on sale of equipment ........................      (23)             (34)              68 
Changes in operating assets and liabilities affecting cash                                                
     Trade receivables .......................................    3,745             (644)          (4,397)
     Inventories .............................................    4,129           (1,594)             (66)
     Income taxes receivable/payable .........................   (1,601)             290           (1,569)
     Reimbursable tooling ....................................      360             (386)            (483)
     Prepaid expenses and other current assets ...............      635             (649)              60 
     Advance under shareholders' redemption agreement ........   (1,542)             500              113 
     Other noncurrent assets .................................    3,456           (2,948)           1,619 
     Trade accounts payable ..................................    3,487           (1,769)            (961)
     Employee compensation ...................................      542              554               72 
     Accrued expenses and other current liabilities ..........       (5)           1,241              219 
     Other noncurrent liabilities ............................      220                9              850 
                                                               --------         --------         -------- 
          NET CASH PROVIDED BY OPERATING ACTIVITIES ..........   18,896            7,826            9,221 
                                                               --------         --------         -------- 
INVESTING ACTIVITIES                                                                                      
Acquisitions of property, plant and equipment ................  (16,439)         (14,917)          (8,696)
Proceeds from sale of equipment ..............................       37              276              175 
                                                               --------         --------         -------- 
          NET CASH USED IN INVESTING ACTIVITIES ..............  (16,402)         (14,641)          (8,521)
FINANCING ACTIVITIES                                                                                      
Proceeds from long-term borrowing arrangements ...............   25,000            8,500           27,020 
Principal payments on long-term borrowing arrangements .......  (23,932)          (5,618)         (32,831)
Net borrowings (payments) under lines of credit ..............   (4,000)           5,350            5,550 
Proceeds from exercise of stock options ......................                       213               74 
Dividends ....................................................                      (124)            (257)
Redemption and retirement of redeemable common stock .........                    (1,581)            (903)
                                                               --------         --------         -------- 
          NET CASH USED IN FINANCING ACTIVITIES ..............   (2,932)           6,740           (1,347)
                                                               --------         --------         -------- 
NET DECREASE IN CASH AND CASH EQUIVALENTS ....................     (438)             (75)            (647)
Cash and cash equivalents at beginning of year ...............      716              791            1,438 
                                                               --------         --------         -------- 
Cash and cash equivalents at end of year ..................... $    278         $    716         $    791 
                                                               ========         ========         ======== 
Cash paid for interest ....................................... $  3,774         $  3,411         $  2,732 
                                                               ========         ========         ======== 
Cash paid for income taxes ................................... $    963         $    291         $  3,067 
                                                               ========         ========         ======== 

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

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 1.  NATURE OF OPERATIONS                                                   

        Lobdell Emery Corporation (the Corporation) is a full-service supplier
     of metal stampings and welded assemblies used as original equipment
      components primarily by North American original equipment automotive
         manufacturers. The Corporation's products are used in a wide variety of
     sport utility vehicles, light and medium trucks, vans and passenger
      cars. The Corporation primarily operates from five plants located in
      the Midwest which account for approximately 98% of the Corporation's
      sales for the year ended December 31, 1996. The Corporation's hourly
        workforce is represented by various locals of the United Auto Workers.

     Sales to the Corporation's Two Primary Customers as a Percentage of
         Total Sales Approximated the Following for the Years Ended December 31:

                                                                [Download Table]

                                 1996    1995    1994 
                                                      
Ford Motor Company ...........     43%     52%     64%
General Motors Corporation ...     49%     40%     29%

Accounts receivable from Ford Motor Company and General Motors
       Corporation represent approximately 47% and 49%, respectively, of the
December 31, 1996 accounts receivable balance.                

    Although the Corporation is directly affected by the economic well
   being of the automotive industry and customers referred to above,
        management does not believe significant credit risk exists at December
      31, 1996. The Corporation does not require collateral to reduce such
         risk and historically has not experienced significant losses related to
     receivables from individual customers or groups of customers in the
automotive industry.                                          

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES                                        

PRINCIPLES OF CONSOLIDATION                                   
       The consolidated balance sheets include the accounts of Lobdell Emery
    Corporation and its wholly-owned subsidiaries, Lewis Emery Capital
      Corporation (Lewis), Concept Management Corporation and subsidiaries
   (Concept), Laserweld International (Laserweld) and Parallel Group
        International (Parallel). Concept Management Corporation also includes
       the accounts of its wholly-owned subsidiaries, Winchester Fabrication
Corporation (Winchester) and Creative Fabrication Corporation 
(Creative). Intercompany accounts and transactions have been  
eliminated.                                                   

USE OF ESTIMATES                                              
      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
         liabilities and disclosures of contingent assets and liabilities at the
        date of the financial statements, and the reported amounts of revenues
       and expenses during the reporting period. Actual results could differ
from those estimates.                                         

REVENUE RECOGNITION                                           
      Revenue is recognized by the Corporation upon shipment of product to
the customer.                                                 

FINANCIAL INSTRUMENTS                                         
         At December 31, 1996, the carrying amount of financial instruments such
  as cash and cash equivalents, trade receivables and payables and
        unexpended bond proceeds, approximated their fair values. The carrying
         amount of the long-term customer receivables and borrowings at December
         31, 1996, approximated their fair values based on the variable interest
rates available to the Corporation for similar arrangements.  

CASH EQUIVALENTS                                              
       The Corporation considers all highly-liquid investments with maturity
of three months or less when purchased to be cash equivalents.

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)                           

INVENTORIES                                                   
Inventories are stated at the lower of cost or market. Cost is
 principally determined by the last-in, first-out (LIFO) method.

UNEXPENDED BOND PROCEEDS                                      
   Unexpended bond proceeds in the accompanying consolidated balance
      sheets represent unexpended proceeds from the issuance of industrial
       development revenue bonds by Creative as discussed in Note 6, and are
         invested in allowable money market accounts and commercial paper with a
maturity of 90 days or less.                                  

PROPERTY, PLANT AND EQUIPMENT                                 
     Property, plant and equipment are stated on the basis of historical
 cost and include expenditures for improvements which materially
       increase the useful lives of existing assets. Expenditures for normal
   repair and maintenance are charged to operations as incurred. For
         federal income tax purposes, depreciation is computed using accelerated
and straight-line methods. For financial reporting purposes,  
     depreciation is computed principally using the straight-line method
over the following estimated useful lives:                    

                                                                [Download Table]

                             YEARS
                                  
Land improvements              15 
Buildings                      30 
Machinery and equipment       3-10

     At December 31, 1996, the Corporation had a machine in process at a
        vendor location. The aggregate cost of the machine will be $5,300, for
which the Corporation has recorded approximately $2,700 in the
       accompanying consolidated balance sheet. The remaining $2,600 will be
  recorded by the Corporation upon final technical approval of the
machine.                                                      

        In accordance with the provisions of Statement of Financial Accounting
        Standards No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of," the Corporation 
    established an impairment reserve against certain of the assets of
     Laserweld in the amount of $3,000 at December 31, 1996. The reserve
   represents the difference between the fair value of the Laserweld
         assets, based primarily on a recent independent appraisal, and the cost
of such assets.                                               

ENVIRONMENTAL COMPLIANCE AND REMEDIATION                      
  Environmental expenditures that relate to current operations are
        expensed or capitalized as appropriate. Expenditures that relate to an
         existing condition caused by past operations which do not contribute to
    current or future revenue generation are expensed. Liabilities are
     recorded when environmental assessments and/or remedial efforts are
         probable and the costs can be reasonably estimated. Estimated costs are
      based upon enacted laws and regulations, existing technology and the
   most probable method of remediation. The costs determined are not
      discounted and exclude the effects of inflation and other social and
economic factors.                                             

INCOME TAXES                                                  
  Deferred taxes are provided to give recognition to the effect of
       expected future tax consequences of temporary differences between the
         carrying amounts for financial reporting purposes and the tax bases for
income tax purposes of assets and liabilities.                

REIMBURSABLE TOOLING                                          
        Reimbursable tooling represents net costs incurred on tooling projects
  for which the Corporation expects to be reimbursed by customers.
         Ongoing estimates of total costs to be incurred on each tooling project
     are made by management and losses, if any, are recorded when known.
        Under certain tooling projects, billings exceed costs incurred and the
      related tooling gain is recognized upon acceptance of the tooling by
the customer.                                                 

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 2.  SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)                           

        At December 31, 1996, approximately $2,800 of reimbursable tooling was
       in process at various vendor locations. These amounts, which have not
       been recorded in the accompanying consolidated balance sheet, will be
      recorded and paid upon the Corporation's receipt of payment from the
owners of the tooling.                                        

NET LOSS PER SHARE                                            
       Net loss per share is determined by dividing net loss by the weighted
average number of common shares outstanding during the period.

RECLASSIFICATIONS                                             
       Certain amounts from the prior year have been reclassified to conform
with the current year presentation.                           

NOTE 3.  INVENTORIES                                                            

Inventories are comprised of the following at December 31:    

                                                                [Download Table]

                                              1996          1995   
                                                                   
Raw materials .........................     $  3,851      $  3,861 
Finished goods and work-in-process ....        5,278        10,177 
                                            --------      -------- 
                                               9,129        14,038 
LIFO reserve ..........................       (3,046)       (3,826)
                                            --------      -------- 
                                            $  6,083      $ 10,212 
                                            ========      ======== 

  The Corporation does not separately identify finished goods from
work-in-process.                                              

         During 1996, inventory quantities were reduced. This reduction resulted
      in a liquidation of LIFO inventory quantities carried at lower costs
        prevailing in prior years as compared with the cost of 1996 purchases,
 the effect of which increased net income by approximately $300.

NOTE 4.  PROPERTY, PLANT AND EQUIPMENT                                          

 Property, plant and equipment are comprised of the following at
December 31:                                                  

                                                        [Enlarge/Download Table]

                                                                     1996        1995   
                                                                                        
Land and land improvements ...................................... $  11,130   $  10,760 
Buildings .......................................................    33,515      32,801 
Machinery and equipment, net of impairment reserve of $3,000                            
  in 1996 .......................................................   137,914     127,389 
Construction-in-process .........................................     6,495       5,216 
                                                                  ---------   --------- 
                                                                    189,054     176,166 
Less -- accumulated depreciation ................................  (116,250)   (103,663)
                                                                  ---------   --------- 
                                                                  $  72,804   $  72,503 
                                                                  =========   ========= 

NOTE 5.  ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES                         

     Accrued expenses and other current liabilities are comprised of the
following at December 31:                                     

                                                                [Download Table]

                                         1996       1995 
                                                         
Accrued workers' compensation .....     $2,438     $2,438
Accrued property taxes ............      1,950      1,622
Accrued medical benefits ..........      1,816      1,615
Other .............................        307        841
                                        ------     ------
                                        $6,511     $6,516
                                        ======     ======

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 6.  BORROWING ARRANGEMENTS                                                 

Borrowings consist of the following at December 31:           

                                                        [Enlarge/Download Table]

                                                                        1996       1995   
                                                                                          
BANK SYNDICATE -- TERM LOAN, LOBDELL EMERY CORPORATION                                    
Interest at variable spread over prime (8.25% at December                                 
  31, 1996). Quarterly principal payments of $893 plus                                    
  interest, matures September 12, 1999 .............................. $ 24,107   $ 21,230 

BANK -- TERM LOAN, LEWIS                                                                  
Interest at .625% over 90-day LIBOR (6.19% at December 31,                                
  1996). Quarterly principal payments of approximately $400,                              
  matures October 1, 1998 ...........................................    3,227      4,936 

BANK SYNDICATE -- REVOLVING CREDIT LINE, LOBDELL EMERY CORPORATION                        
Interest at variable spread over prime (8.25% at December                                 
  31, 1996) .........................................................    7,600     11,600 

INDUSTRIAL DEVELOPMENT REVENUE BONDS -- CREATIVE                                          
$8,500 issued September 27, 1995, floating rate interest                                  
  (4.35% at December 31, 1996). Quarterly principal payments                              
  based on graduated maturity schedule. Backed by NBD Bank                                
  letter of credit ..................................................    8,400      8,500 
                                                                      --------   -------- 
  Total .............................................................   43,334     46,266 
Less -- current portion of long-term borrowings .....................   (2,200)    (7,169)
                                                                      --------   -------- 
Long-term borrowings -- less current portion ........................ $ 41,134   $ 39,097 
                                                                      ========   ======== 

   Subsequent to December 31, 1996, the Bank syndicate term loan and
    revolving credit line were paid in full, with accrued interest, in
        connection with the merger described in Note 15. These borrowings were
         replaced with a $54,000 term loan, $38,000 revolving line of credit and
 $3,000 swing line of credit, each expiring on January 10, 2002.
      Accordingly, these amounts are classified as long-term borrowings at
      December 31, 1996. The term loan bears interest at a variable spread
     over 90-day LIBOR, and the revolving and swing lines of credit bear
         interest at a variable spread over the prime rate. The Corporation also
         entered into an $18,000 capital expenditure line of credit that expires
         on January 10, 2002. The agreements contain various financial and other
         covenants. Borrowings are secured by substantially all of the assets of
the Corporation.                                              

   The proceeds of the Lewis term debt were used to finance customer
        tooling. The debt is collateralized by a customer purchase order which
allows for recovery of the term-debt principal and interest,  
administrative cost and a predetermined markup.               

       The proceeds of the industrial development revenue bonds were used to
     finance the real and personal property of Creative. These bonds are
         backed by an NBD Bank letter of credit, which carries a rate of .8% and
       is collateralized by substantially all assets of Creative. The letter
        of credit reimbursement agreement includes covenants requiring minimum
  tangible capital, debt service coverage and limitations on other
indebtedness.                                                 

NOTE 7.  STOCK OPTION PLAN                                                      

        The Corporation adopted a stock option plan in 1990 which provides for
         the granting of discretionary and nondiscretionary options, alternative
 stock appreciation rights, cash payment rights, incentive stock
       options, or a combination thereof. Each option granted under the plan
    is for a unit consisting of one share of Class A and ten shares of
         Class B common stock. During the years ended December 31, 1995 and 1994
the Corporation recorded compensation expense of $213 and $70,
    respectively. No options were granted or exercised during the year
 ended December 31, 1996. Subsequent to December 31, 1996 and in
         connection with the merger described in Note 15, all of the outstanding
       stock options were canceled. The costs incurred by the Corporation in
        connection with the cancellation of the outstanding stock options were
reimbursed by L-E                                             

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 7.  STOCK OPTION PLAN  (CONTINUED)                                         

Acquisition, Inc. at close. The Corporation has treated the   
 reimbursement as a credit to compensation expense recognized in
       connection with the cancellation of the aforementioned stock options.
  The disclosures required under Statement of Financial Accounting
         Standards No. 123, "Accounting for Stock-Based Compensation," have been
      omitted as all outstanding stock options were canceled subsequent to
       December 31, 1996. Because the acquiring company (see Note 15) has no
       stock option plan, the Corporation's management does not believe such
      disclosure to be relevant to the users of the consolidated financial
statements.                                                   

NOTE 8.  INCOME TAXES                                                           

      The Corporation's benefit for income taxes consists of the following
for the years ended December 31:                              

                                                                [Download Table]

                           1996         1995         1994  
                                                           
Current                                                    
  Federal ..........     $  (647)     $   399      $ 1,425 
  State ............         371          375              
                         -------      -------      ------- 
                            (647)         770        1,800 
                         -------      -------      ------- 
Deferred                                                   
  Federal ..........      (3,405)        (869)      (1,206)
  State ............        (517)        (165)        (152)
                         -------      -------      ------- 
                          (3,922)      (1,034)      (1,358)
                         -------      -------      ------- 
                         $(4,569)     $  (264)     $   442 
                         =======      =======      ======= 

 A reconciliation between the Corporation's income tax provision
        (benefit) and the amount computed by applying the statutory income tax
      rate to income before income taxes is as follows for the years ended
December 31:                                                  

                                                                [Download Table]

                                                    1996     1995     1994   
                                                                             
Statutory rate ................................... $(4,223)   $(362)   $ 311 
State taxes, net of federal benefit ..............    (517)     136      147 
Nondeductible items ..............................     212      104       76 
Other ............................................     (41)    (142)     (92)
                                                   -------    -----    ----- 
Provision (benefit) for income taxes ............. $(4,569)   $(264)   $ 442 
                                                   =======    =====    ===== 

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 8.  INCOME TAXES  (CONTINUED)                                              

     Significant components of the Corporation's deferred tax assets and
(liabilities) are as follows at December 31:                  

                                                                [Download Table]

                                                   1996          1995  
                                                                       
Deferred tax liabilities                                               
  Tax depreciation in excess of book ......     $ (8,312)     $ (8,619)
  Prepaid pension asset ...................         (427)         (574)
                                                --------      -------- 
Gross deferred tax liabilities ............       (8,739)       (9,193)
                                                --------      -------- 
Deferred tax assets                                                    
  Postretirement medical benefits .........        7,463         6,418 
  Equipment impairment reserve ............        1,140               
  Workers' compensation ...................          926           927 
  Medical benefits accrual ................          687           611 
  Allowance for bad debts .................          477           190 
  Environmental reserves ..................          334           334 
  Postemployment benefits .................          323           323 
  AMT credit carry forward ................        1,871         1,708 
  Other ...................................        1,330           540 
                                                --------      -------- 
Gross deferred tax assets .................       14,551        11,051 
                                                --------      -------- 
Valuation allowance .......................         (200)              
                                                --------      -------- 
Net deferred tax asset ....................     $  5,612      $  1,858 
                                                ========      ======== 

 A valuation allowance is provided on the tax benefits otherwise
     associated with certain tax attributes unless it is considered more
likely than not that the benefit will be realized.            

        The Corporation has net operating loss carry forwards for state income
       tax purposes with potential future tax benefits of approximately $150
    at December 31, 1996, which expire during the years 2010 and 2011.

 The Corporation has Tennessee Jobs Tax Credit carry forwards of
        approximately $200 at December 31, 1996, which expire during the years
2010 and 2011.                                                

NOTE 9.  BENEFIT PLANS                                                          

      The Corporation sponsors six noncontributory-defined benefit pension
       plans covering substantially all employees meeting the age and length
      of service requirements as specified in the plans. The plan covering
  salaried employees provides pension benefits that are based on a
      percentage of the employee's average monthly compensation during the
       five highest consecutive years out of their last ten years, and their
years of credited service up to a maximum of 30 years. The    
    Corporation's hourly pension plans do not provide for increases in
       future compensation levels. The Corporation's funding policy for this
      plan is to make contributions in amounts sufficient to annually fund
         the plan's current service cost and the initial past service cost, plus
      interest, over a period of 30 years. Plans covering hourly employees
    generally provide benefits of stated amounts based on their unique
      labor agreements for each year of service. The Corporation's funding
policy for these plans is to make at least the minimum annual 
contributions required by applicable regulations.             

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 9.  BENEFIT PLANS  (CONTINUED)                                             

     The following table sets forth the plans' funded status and amounts
recognized on the Corporation's balance sheet at December 31: 

                                                        [Enlarge/Download Table]

                                                         1996                       1995           
                                                ------------------------  -------------------------
                                                OVERFUNDED   UNDERFUNDED  OVERFUNDED    UNDERFUNDED
                                                  PLANS         PLANS       PLANS          PLANS   
                                                                                                   
Actuarial present value of benefit obligation:                                                     
  Vested benefits ............................   $ 14,784      $ 21,270    $ 13,718      $ 18,926  
  Nonvested benefits .........................      1,174         1,468       1,143         1,597  
                                                 --------      --------    --------      --------  
                                                   15,958        22,738      14,861        20,523  
Effect of projected future compensation                                                            
  levels .....................................      3,278                     2,866                
                                                 --------      --------    --------      --------  
Projected benefit obligation for service                                                           
  rendered ...................................     19,236        22,738      17,727        20,523  
Plan assets at fair value (primarily U.S.                                                          
  government securities, bonds and notes                                                           
  and mutual funds) ..........................    (18,857)      (19,656)    (17,092)      (17,477) 
                                                 --------      --------    --------      --------  
Plan assets less than projected benefit                                                            
  obligation .................................        379         3,082         635         3,046  
Unrecognized net loss ........................     (2,080)         (865)     (2,612)       (1,353) 
Unrecognized prior service cost ..............        174        (2,757)        227        (1,572) 
Unrecognized net obligation being                                                                  
  recognized over 15-20 years ................        300          (346)        350          (426) 
Adjustment required to recognize minimum                                                           
  liability ..................................                    3,968                     3,332  
                                                 --------      --------    --------      --------  
(Prepaid) accrued pension cost ...............   $ (1,227)     $  3,082    $ (1,400)     $  3,027  
                                                 ========      ========    ========      ========  

     The minimum pension liability in excess of the allowable intangible
       asset of $751 and $1,218 at December 31, 1996 and 1995, respectively,
  has been recorded as a separate component of equity, net of tax.

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 9.  BENEFIT PLANS (CONTINUED)                                              

     Net periodic pension cost included the following components for the
year ended December 31:                                       

                                                                [Download Table]

                                          1996         1995         1994  
                                                                          
Service cost ......................     $ 1,100      $   857      $ 1,142 
Interest cost .....................       2,800        2,641        2,418 
Actual return on plan assets ......      (4,322)      (5,867)        (232)
Net amortization and deferral .....       1,560        3,606       (1,993)
                                        -------      -------      ------- 
Net periodic pension cost .........     $ 1,138      $ 1,237      $ 1,335 
                                        =======      =======      ======= 

 Actuarial assumptions used in determining the projected benefit
obligation are as follows:                                    

                                                                [Download Table]

                                                 1996  1995  1994
                                                                 
Discount rate .................................. 7.5%  7.5%  8.5%
Rate of increase in future compensation ........ 4.5%  4.5%  4.5%
Expected long-term rate of return on assets .... 9.0%  9.0%  8.0%

         The Corporation sponsors a Supplemental Employee Retirement Plan (SERP)
     which covers three key officers of the Corporation. At December 31,
      1996, the Corporation has accrued a liability of $217 related to the
SERP.                                                         

      The Corporation sponsors five defined contribution 401(k) plans. The
 Salaried Employees' Retirement Savings Plan covers all salaried
         employees of the Corporation and Winchester. The Alma Hourly Employees'
         Retirement Savings Plan, the Argos Hourly Employees' Retirement Savings
       Plan, the Creative Fabrication Corporation and the Greencastle Hourly
       Employees' Plan cover all eligible hourly employees at the respective
         locations. The Corporation generally contributes 25% of the first 6% of
    the base compensation that a participant contributes to the plans.

NOTE 10. POSTRETIREMENT MEDICAL BENEFITS                                        

     In addition to the Corporation's defined benefit pension plans, the
  Corporation sponsors unfunded defined benefit medical plans that
        provide postretirement medical benefits to certain full-time employees
    meeting the age, length of service and contractual requirements as
   specified in the plans. The plan covering salaried employees is a
         contributory plan providing medical benefits to those hired before July
      1, 1993. The percentage of cost paid by the retiree currently ranges
      from 10% for 30 or more years of service at retirement to 55% for 15
years of service at retirement, with Corporation contributions
        commencing upon attainment of age 62. Those retiring with less than 15
         years of service and those hired after June 30, 1993 may participate in
       the plan at their own cost. The plan is currently noncontributory for
       those employees who retired prior to July 1, 1993. The plans covering
        hourly employees provide medical benefit plan options that are similar
to those offered to active hourly employees, with Corporation 
  contributions limited either to that available under traditional
     coverage for Alma hourly retirees or to 87% of the total applicable
premium for Greencastle retirees.                             

       The following table presents the plans' funded status reconciled with
        amounts recognized in the Corporation's balance sheets at December 31:

                                                                [Download Table]

                                                         1996          1995   
                                                                              
Accumulated postretirement benefit obligation                                 
  Retirees .......................................     $ 14,420      $ 13,132 
  Full eligible active plan participants .........        4,767         4,408 
  Other active plan participants .................       14,613        12,931 
                                                       --------      -------- 
     Total unfunded obligation ...................       33,800        30,471 
Unrecognized loss ................................       (2,618)       (1,481)
Unrecognized transition obligation ...............      (11,543)      (12,101)
                                                       --------      -------- 
Postretirement medical benefits liability ........     $ 19,639      $ 16,889 
                                                       ========      ======== 

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 10. POSTRETIREMENT MEDICAL BENEFITS  (CONTINUED)                           

 Net periodic postretirement benefit cost included the following
components for the year ended December 31:                    

                                                                [Download Table]

                                                             1996    1995    1994
                                                                                 
Service cost ............................................. $  947  $  785  $1,088
Interest cost ............................................  2,216   2,010   2,238
Amortization of transition obligation prior losses .......    722     643     997
                                                           ------  ------  ------
Net periodic postretirement benefit cost ................. $3,885  $3,438  $4,323
                                                           ======  ======  ======

        The weighted average discount rate used in determining the accumulated
  postretirement benefit obligation was 7.5% in 1996 and 1995. The
         weighted average annual assumed rate of increase in the per capita cost
        of covered benefits (i.e., healthcare cost trend rate) is 9.2% in 1997
         trending to 6.5% in 2008 and thereafter for retirees less than 65 years
         of age. For retirees 65 years of age and over, the rate is 8.9% in 1997
         trending to 6.5% in 2008 and thereafter. The healthcare cost trend rate
  assumption has a significant effect on the amounts reported. For
    example, increasing the assumed healthcare cost trend rates by one
percentage point in each year would increase the accumulated  
   postretirement benefit obligation as of December 31, 1996 and net
 periodic postretirement benefit cost for the year then ended by
approximately $4,861 and $496, respectively.                  

NOTE 11. SHAREHOLDERS' REDEMPTION AGREEMENT AND REDEEMABLE COMMON STOCK         

       Due to the death of a major shareholder, the Corporation entered into
       an agreement in December, 1988, providing for the redemption from the
         estate of any class of common stock. The Corporation shall purchase for
    cash certain shares of common stock as required each year, for the
payment by the estate of federal and state taxes and other    
       miscellaneous expenses allowed by Internal Revenue Code Section 6166.
  The redemption price is based upon the fair value, as previously
       determined by an independent appraisal at the date of death, adjusted
       for subsequent increases or decreases in book value as defined in the
       agreement. Subsequent to December 31, 1996 and in connection with the
        merger as described in Note 15, a portion of the common stock owned by
     the estate will be redeemed to cover payment of remaining taxes and
      administrative expenses. Prior to the merger, $1,542 was advanced to
         the estate to effectuate a release of an Internal Revenue Service lien.
     Common shares that are redeemable under that terms of the agreement
     have been recorded in the consolidated balance sheets as Redeemable
      Common Stock. During the years ended December 31, 1995 and 1994, the
       Company redeemed 165,555 shares and 96,597 shares, respectively, at a
         per share price of $9.55 and $9.34, respectively. The redeemable common
stock has been accredit to its redemption value in each of the
accompanying consolidated balance sheets.                     

NOTE 12. LEWIS EMERY CAPITAL CORPORATION                                        

         Lewis was established in order to facilitate the financing of a tooling
         project for Ford Motor Company (Ford). In 1993, Lewis signed a contract
 to finance $8,500 of tooling. The transaction was financed with
      proceeds from the term loan described in Note 6. The receivable from
Ford is due in 20 quarterly installments through October 1998.

NOTE 13. COMMITMENTS AND CONTINGENCIES                                          

OPERATING LEASES                                              
         As of December 31, 1996, the Corporation had long-term operating leases
covering certain machinery and equipment. The minimum rental  
       commitments under noncancellable operating leases with lease terms in
excess of one year are as follows as of December 31, 1996:    

                                                                [Download Table]
                 
1997      $ 4,690
1998        3,241
1999        3,367
2000        1,178
2001        3,355
          -------
          $15,831
          =======

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LOBDELL EMERY CORPORATION AND SUBSIDIARIES                                      

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
DECEMBER 31, 1996, 1995 AND 1994                                                
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

NOTE 13. COMMITMENTS AND CONTINGENCIES  (CONTINUED)                             

ENVIRONMENTAL MATTERS                                         
 The Corporation is subject to federal, state and local laws and
         regulations which govern environmental matters. These laws regulate the
 discharge of materials into the environment and may require the
    Corporation to remove or mitigate the environmental effects of the
disposal or release of petroleum or chemical substances. The  
         Corporation has identified several environmental matters resulting from
         prior operations. Due to the relatively early stage of investigation of
certain of these identified matters as well as potential      
         indemnification by other potentially responsible parties, management is
        unable to reasonably estimate the ultimate cost of remediating certain
     of these identified environmental matters. At December 31, 1996 and
      1995, the Corporation has a liability of approximately $880 recorded
for estimated costs of known environmental matters.           

GENERAL                                                       
The Corporation is subject to various claims, lawsuits and    
         administrative proceedings related to matters arising out of the normal
       course of business. In the opinion of management, after reviewing the
       information which is currently available with respect to such matters
       and consulting with legal counsel, any liability which may ultimately
      be incurred with respect to these matters will not materially affect
the financial position of the Corporation.                    

NOTE 14. RELATED-PARTY TRANSACTION                                              

 During 1996, the Corporation paid sales commissions, based upon
      qualified foreign sales to Grace Emery Sales Corporation, a Domestic
         International Sales Corporation (DISC) owned by the shareholders of the
     Corporation. Commissions payable to the DISC are subject to certain
      restrictions. Commissions were $369, $521 and $772 in 1996, 1995 and
1994, respectively.                                           

NOTE 15. SUBSEQUENT EVENT                                                       

        On January 10, 1997, pursuant to an Agreement and Plan of Merger among
  Lobdell Emery Corporation, certain shareholders of Lobdell Emery
         Corporation, BMG-MI, Inc. and L-E Acquisition, Inc. as amended, certain
     Lobdell Emery Corporation shareholders and option holders had their
         respective shares and options redeemed for cash of approximately $8,500
         and all outstanding shares of common stock of Lobdell Emery Corporation
(Oldco) were exchanged for shares of preferred stock of L-E   
  Acquisition, Inc. with a face value of approximately $40,800. In
        addition, approximately $3,500 of expenses incurred by the Corporation
        were reimbursed by L-E Acquisition, Inc. Subsequent to the exchange of
     Oldco's common stock for preferred stock, L-E Acquisition, Inc. was
merged with and into Lobdell Emery Corporation (Newco).       

NOTE 16. RESTATEMENT OF PRIOR YEAR FINANCIAL STATEMENTS                         

      The Corporation's management has restated the consolidated financial
     statements for periods prior to December 31, 1996. The consolidated
        financial statements have been restated to correct the misstatement of
       certain assets and liabilities including accounts receivable, accrued
        employee benefit related costs and accrued environmental costs, net of
     related tax benefits. The effect of the restatement was to decrease
      retained earnings at January 1, 1994 by $1,987, decrease net loss by
         $36 ($.01 per share) for the year ended December 31, 1995, and increase
         net loss by $647 ($.15 per share) for the year ended December 31, 1994.

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors                                                       
and Stockholders                                                                
of Howell Industries, Inc.                                                      

In our opinion, the accompanying balance sheet and the related statement of     
operations, of changes in stockholders' equity and of cash flows present fairly,
in all material respects, the financial position of Howell Industries, Inc. at  
July 31, 1997, and the results of its operations and its cash flows for the year
then ended, in conformity with generally accepted accounting principles. These  
financial statements are the responsibility of management; our responsibility is
to express an opinion on these financial statements based on our audit. We      
conducted our audit of these statements in accordance with generally accepted   
auditing standards which require that we plan and perform the audit to obtain   
reasonable assurance about whether the financial statements are free from       
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements, assessing   
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our    
audit provides a reasonable basis for the opinion expressed above.              

As described in Note 11, on August 13, 1997 all of the outstanding shares of    
common stock of Howell Industries, Inc. were acquired by Oxford Automotive, Inc.

PRICE WATERHOUSE LLP                                                            
Bloomfield Hills, Michigan                                                      
June 15, 1998                                                                   

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HOWELL INDUSTRIES, INC.                                                         

BALANCE SHEET                                                                   
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

                                                                [Download Table]

                                                          July 31, 1997
                                                                       
ASSETS                                                                 
Current assets                                                         
   Cash and cash equivalents (including interest                       
    bearing instruments of $1,167)                          $ 1,997    
   Accounts receivable                                        8,583    
   Income taxes refundable                                      522    
   Inventories, net of LIFO reserve of $1,354                          
     Raw material                                               895    
     Work-in-process and finished goods                       5,331    
                                                            -------    

         Total inventories                                    6,226    

   Unbilled die costs                                           957    
   Prepaid expenses and other assets                          1,095    
   Deferred income taxes                                      1,229    
                                                            -------    
     Total current assets                                    20,609    

Property, plant and equipment, net                           10,214    
                                                            -------    
TOTAL ASSETS                                                $30,823    
                                                            =======    

LIABILITIES AND STOCKHOLDERS' EQUITY                                   
Current liabilities                                                    
   Accounts payable                                         $ 4,888    
   Accrued expenses and other liabilities                     4,840    
                                                            -------    

     Total current liabilities                                9,728    

   Pension liability                                            522    
   Other long-term liabilities                                  508    
   Deferred income taxes                                        851    
                                                            -------    
    TOTAL LIABILITIES                                        11,609    
                                                            -------    
Stockholders' equity                                                   
   Common stock, no par value, 2,500,000 shares                        
    authorized, 622,738 issued and outstanding                  594    

   Retained earnings                                         18,620    
                                                            -------    
     Total stockholders' equity                              19,214    
                                                            -------    
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $30,823    
                                                            =======    

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

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HOWELL INDUSTRIES, INC.                                                         

STATEMENT OF OPERATIONS                                                         
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

                                                                [Download Table]

                                                 YEAR ENDED  
                                                JULY 31, 1997
                                                             
Net sales                                         $95,240    
Cost of sales                                      89,410    
                                                  -------    
   GROSS PROFIT                                     5,830    

Selling and administrative expenses                 4,748    
                                                  -------    
   OPERATING INCOME                                 1,082    

Other income                                          142    
                                                  -------    
INCOME BEFORE PROVISION FOR INCOME TAXES            1,224    

Provision for income taxes                            504    
                                                  -------    
NET INCOME                                        $   720    
                                                  =======    
NET INCOME PER COMMON SHARE                       $  1.16    
                                                  =======    

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

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HOWELL INDUSTRIES, INC.                                                         

STATEMENT OF SHAREHOLDERS' EQUITY                                               
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

                                                                [Download Table]

                                             COMMON STOCK ISSUED            
                                               AND OUTSTANDING              
                                              -----------------             
                                                                    RETAINED
                                              SHARES     AMOUNT     EARNINGS
                                                                            
BALANCE, JULY 31, 1996                        622,738      $594     $18,367 
   Cash dividends ($0.75 per share)                                    (467)
   Net income                                                           720 
                                              -------      ----     ------- 
BALANCE, JULY 31, 1997                        622,738      $594     $18,620 
                                             ========      ====     ======= 

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

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HOWELL INDUSTRIES, INC.                                                         

STATEMENT OF CASH FLOWS                                                         
(DOLLAR AMOUNTS IN THOUSANDS)                                                   
--------------------------------------------------------------------------------

                                                                [Download Table]

                                                                    YEAR ENDED  
                                                                   JULY 31, 1997
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES                                            
Net income                                                            $   720   
Adjustments to reconcile net income to net cash provided by                     
 operating activities                                                           
   Depreciation                                                         1,590   
   Gain on sale of equipment                                               (2)  
   Provision for deferred taxes                                          (442)  
   Change in operating assets and liabilities                                   
     Accounts receivable                                               (2,728)  
     Income taxes refundable                                             (522)  
     Unbilled die costs                                                 6,689   
     Inventories                                                       (5,414)  
     Prepaid expenses                                                     377   
     Accounts payable                                                    (733)  
     Accrued expenses                                                   3,242   
     Pension liability                                                      2   
     Other long-term liabilities                                         (943)  
                                                                      -------   
      Net cash provided by operating activities                         1,836   
                                                                      -------   
CASH FLOWS FROM INVESTING ACTIVITIES                                            
Proceeds from sale of equipment                                            63   
Capital expenditures                                                   (4,095)  
                                                                      -------   
     NET CASH USED IN INVESTING ACTIVITIES                             (4,032)  
                                                                      -------   

CASH FLOWS FOR FINANCING ACTIVITIES                                             
Dividends paid                                                           (467)  
                                                                      -------   
    NET CASH USED IN FINANCING ACTIVITIES                                (467)  
                                                                      -------   
Decrease in cash and cash equivalents                                  (2,663)  
Cash and cash equivalents at beginning of year                          4,660   
                                                                      -------   
Cash and cash equivalents at end of year                              $ 1,997   
                                                                      =======   

Cash paid for income taxes                                            $ 1,429   
                                                                      =======   

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

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HOWELL INDUSTRIES, INC.                                                         

NOTES TO FINANCIAL STATEMENTS                                                   
JULY 31, 1997                                                                   
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

1.       NATURE OF OPERATIONS                                                   

        Howell Industries, Inc. ("the Company"), specializes in the production
    of stamped structural components for the automotive industry, with
    significant sales within the light-duty truck segment. The Company
      primarily operates from two plants which are located in Michigan and
Ohio.                                                         

     Net sales to the Company's two primary customers as a percentage of
  total net sales for the year ended July 31, 1997 are as follows:

                                                                [Download Table]

                                     1997
                                         
Ford Motor Company                    53%
Chrysler Corporation                  47%

      Accounts receivable from Ford Motor Company and Chrysler Corporation
         represent approximately 68% and 31%, respectively, of the July 31, 1997
accounts receivable balance.                                  

         Although the Company is directly affected by the economic well being of
         the North American automotive industry and customers referred to above,
        management does not believe significant credit risk exists at July 31,
       1997. The Company does not require collateral to reduce such risk and
historically has not experienced significant losses related to
     receivables from individual customers or groups of customers in the
automotive industry.                                          

     The Company's primary raw material in the manufacture of structural
        components is steel. Although steel is available in an adequate supply
        from numerous vendors, a significant increase in the price of this raw
material could affect operating results adversely.            

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

REVENUE RECOGNITION                                           
      Revenue is recognized by the Company upon shipment of product to the
customer.                                                     

CASH EQUIVALENTS                                              
        The Company considers all highly-liquid investments with a maturity of
three month or less when purchased to be cash equivalents.    

UNBILLED DIE COSTS                                            
      Unbilled die costs represents net costs incurred on tooling projects
      for which the Company expects to be reimbursed by customers. Ongoing
     estimates of total costs to be incurred on each tooling project are
         made by management and losses, if any, are recorded when known. Tooling
       revenue is recognized upon acceptance of the tooling by the customer.

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HOWELL INDUSTRIES, INC.                                                         

NOTES TO FINANCIAL STATEMENTS                                                   
JULY 31, 1997                                                                   
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)                

PROPERTY, PLANT AND EQUIPMENT                                 
   Property, plant and equipment are stated on the basis of cost and
     include expenditures for improvements which materially increase the
     useful lives of existing assets. Expenditures for normal repair and
       maintenance are charged to operations as incurred. For federal income
tax purposes, depreciation is computed using accelerated and  
       straight-line methods. For financial reporting purposes, depreciation
         is computed using the straight-line method over the following estimated
useful lives:                                                 

                                                                [Download Table]

                               YEARS
                                    
Buildings and improvements     10-25
Machinery and equipment         5-25
Furniture and fixtures           5-7
Automobiles and trucks           3-5

USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS       
      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
        liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenue
       and expenses during the reporting period. Actual results could differ
from those estimates.                                         

3.       PREPAID EXPENSES AND OTHER ASSETS                                      

   Prepaid expenses and other assets are comprised of the following:

                                                                [Download Table]

                         JULY 31,
                           1997  
                                 
Prepaid insurance          $135  
Prepaid pension costs       146  
Intangible pension asset    477  
Other                       337  
                         ------  
                         $1,095  
                         ======  

4.       PROPERTY, PLANT AND EQUIPMENT                                          

Property, plant and equipment are comprised of the following: 

                                                                [Download Table]

                                             JULY 31,
                                              1997   
                                                     
Land                                         $    76 
Buildings and improvements                     4,210 
Machinery and equipment                       19,521 
Furniture and fixtures                         1,735 
Automobiles and trucks                           590 
Construction in progress                         629 
                                             ------- 
                                              26,761 
Less - accumulated depreciation              (16,547)
                                             ------- 
                                             $10,214 
                                             ======= 

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HOWELL INDUSTRIES, INC.                                                         

NOTES TO FINANCIAL STATEMENTS                                                   
JULY 31, 1997                                                                   
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

5.       ACCRUED EXPENSES AND OTHER LIABILITIES                                 

        Accrued expenses and other liabilities are comprised of the following:

                                                                [Download Table]

                                     JULY 31,
                                       1997  
                                             
Income taxes payable                 $  188  
Accrued die maintenance costs         2,000  
Accrued salaries and wages            1,610  
Accrued workers' compensation           655  
Accrued property and other taxes        221  
Other                                   166  
                                     ------  
                                     $4,840  
                                     ======  

6.       OTHER LONG-TERM LIABILITIES                                            

Other long-term liabilities are comprised of the following:   

                                                                [Download Table]

                                        JULY 31,
                                          1997  
                                                
Reserve for plant consolidation          $ 120  
Environmental reserve                      388  
                                         -----  
  Total                                  $ 508  
                                         =====  

7.       INCOME TAXES                                                           

The Company's income tax expense consists of the following:   

                                                                [Download Table]

                            YEAR ENDED  
                           JULY 31, 1997
                                        
Current provision                       
   Federal                    $ 795     
   State and local              112     
 Deferred provision            (403)    
                              -----     
                              $ 504     
                              =====     

         A reconciliation of the income tax provision to that which would result
    by applying the United States statutory tax rate (34%) to earnings
before taxes follows:                                         

                                                                [Download Table]

                                           YEAR ENDED 
                                         JULY 31, 1997
                                                      
Tax based on statutory tax rate              $ 416    
Tax-exempt income                              (29)   
Tax deductible ESOP dividend                   (21)   
Non-deductible expenses                         64    
State and local income taxes, net of                  
 federal income tax benefit                     74    
                                             -----    
    Taxes on income                          $ 504    
                                             =====    

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HOWELL INDUSTRIES, INC.                                                         

NOTES TO FINANCIAL STATEMENTS                                                   
JULY 31, 1997                                                                   
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

7.       INCOME TAXES (CONTINUED)                                               

 Significant components of the Company's deferred tax assets and
(liabilities) are as follows:                                                   

                                                                [Download Table]

                                                              YEAR ENDED 
                                                            JULY 31, 1997
                                                                         
Deferred tax assets                                                      
  Reserves recorded for financial accounting purposes, not               
   deductible for tax purposes until paid                     $    901   
  Employee benefits and payroll-related deferrals                  380   
                                                              --------   
    Total deferred tax assets                                    1,281   
                                                              --------   
Deferred tax liabilities                                                 
  Employee benefits and payroll-related deferrals                  (98)  
  Tax depreciation in excess of book                              (780)  
  Other                                                            (25)  
                                                              --------   
Total deferred tax liabilities                                    (903)  
                                                              --------   
Net deferred tax asset                                        $    378   
                                                              ========   

8.       EMPLOYEE BENEFIT PLANS                                                 

     The Company has three noncontributory defined benefit pension plans
covering substantially all of its employees and an unfunded   
 noncontributory defined contribution plan for certain officers.
         Benefits, which differ by plan are based on years of service and/or the
         employee's five-year average compensation. The Company's funding policy
   for its defined benefit plans is to contribute annually an amount
     necessary to meet or exceed the Employee Retirement Income Security
Act's (ERISA) minimum funding standards.                      

The components of net pension cost are as follows:            

                                                                [Download Table]
                                                    YEAR ENDED 
                                                  JULY 31, 1997
                                                               
Defined benefit plans                                          
  Service cost - benefits earned during the year    $    226   
  Interest cost on projected benefit obligation          347   
  Actual return on plan assets                          (788)  
  Net amortization, deferral and other                   517   
                                                    --------   
    Total                                                302   

  Defined contribution plan                               30   
                                                    --------   
  Net pension costs                                 $    332   
                                                    ========   

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HOWELL INDUSTRIES, INC.                                                         

NOTES TO FINANCIAL STATEMENTS                                                   
JULY 31, 1997                                                                   
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

8.       EMPLOYEE BENEFIT PLANS (CONTINUED)                                     

         The following table sets forth the funded status and amounts recognized
    in the balance sheets for the defined benefit plans as of July 31,
1997:                                                         

                                                                [Download Table]

                                                       ASSETS     ACCUMULATED
                                                       EXCEED      BENEFITS  
                                                     ACCUMULATED    EXCEED   
                                                      BENEFITS      ASSETS   
                                                                             
Actuarial present value of benefit obligation                                
  Vested benefit obligation                           $  1,255     $  2,788  
  Nonvested benefit obligation                              65          207  
                                                      --------     --------  
Accumulated benefit obligation                           1,320        2,995  
Effect of future salary increases                          746               
                                                      --------               
Projected benefit obligation                             2,066        2,995  
Plan assets at fair value                                2,584        2,473  
                                                      --------     --------  
Plan assets greater (less) than projected                                    
 benefit obligation                                        518         (522) 
 Unrecognized net gain                                    (409)         (12) 
 Unrecognized prior service cost                           131          405  
 Unrecognized net transition (asset) obligation            (94)          84  
 Adjustment required to recognize minimum liability       (477)              
                                                      --------     --------  
  Net prepaid pension cost (pension liability)                               
     recognized in the balance sheet                  $    146     $   (522) 
                                                      ========     ========  

        The actuarial assumptions used in determining the present value of the
projected benefit obligations are:                            

                                                                [Download Table]

                                                       Year Ended  
                                                      July 31, 1997
                                                                   

Weighted average discount rate                             7.4%    
Increase in future compensation levels                     5.0%    

      The expected long-term rate of return on assets is 7.5%. Plan assets
         are invested in a portfolio of cash, income and equity securities and a
diversified fund with guaranteed returns.                     

        The Company also maintains an Employee Stock Ownership Plan (ESOP) and
   an Employee Savings Plan (401(k) plan) covering substantially all
employees not covered by a collective bargaining agreement.   

        At July 31, 1997, the ESOP owned 60,005 shares of common stock, all of
which had been allocated to individual participants.          

         Contributions to the ESOP are authorized at the discretion of the Board
     of Directors. No contributions were charged to expense during 1997.
        There were no amounts accrued at July 31, 1997 for such contributions.

         The Employee Savings Plan provides for participants to contribute up to
      10% of their annual compensation each year. In addition, the Company
       contributes an amount equal to 25% of the first $1 contributed by the
      employee, plus $0.2. Company contributions amounted to approximately
$30 in 1997.                                                  

9.       LINE OF CREDIT                                                         

   The Company maintains a $4,000 unsecured line of credit with a 5%
       compensating balance agreement. The Company did not borrow under this
line of credit in 1997.                                       

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HOWELL INDUSTRIES, INC.                                                         

NOTES TO FINANCIAL STATEMENTS                                                   
JULY 31, 1997                                                                   
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE-RELATED DATA)                        
--------------------------------------------------------------------------------

10.      OPERATING LEASES                                                       

      The Company rents a warehouse under a noncancelable operating lease,
     and certain facilities and equipment under cancelable leases. Total
rent expense under these leases was $361 in 1997.             

11.      SUBSEQUENT EVENTS                                                      

   On August 13, 1997, Oxford Automotive, Inc., purchased all of the
      outstanding common stock of the Company for approximately $23,000 in
cash.                                                         

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors                                                       
and Shareholders of                                                             
RPI Holdings, Inc.                                                              

In our opinion, the accompanying balance sheet and the related statements of    
operations, of changes in shareholders' equity and of cash flows present fairly,
in all material respects, the financial position of RPI Holdings, Inc., (the    
Company) at March 31, 1997 and the result of its operations and cash flows for  
the period from July 1, 1996 to March 31, 1997 in conformity with generally     
accepted accounting principles. These financial statements are the              
responsibility of the Company's management; our responsibility is to express an 
opinion on these financial statements based on our audit. We conducted our audit
of these statements in accordance with generally accepted auditing standards    
which require that we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material misstatement. An    
audit includes examining, on a test basis, evidence supporting the amounts and  
disclosures in the financial statements, assessing the accounting principles    
used and significant estimates made by management, and evaluating the overall   
financial statement presentation. We believe that our audit provides a          
reasonable basis for the opinion expressed above.                               

The financial statements of the Company as of and for the year ended June 30,   
1996 were audited by other accountants whose report dated February 4, 1998      
expressed an unqualified opinion on those statements.                           

As described in Note 2, on November 25, 1997 all of the outstanding shares of   
common stock of the Company were sold to Oxford Automotive, Inc.                

PRICE WATERHOUSE LLP                                                            

Detroit, Michigan                                                               
February, 6, 1998                                                               

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors                                                       
of RPI Holdings, Inc.                                                           

We have audited the accompanying consolidated balance sheet of RPI Holdings,    
Inc. and Subsidiaries as of June 30, 1996 and the related consolidated          
statements of operations, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Company's       
management. Our responsibility is to express an opinion on these financial      
statements based on our audit.                                                  

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material           
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the consolidated financial position of RPI Holdings, Inc.
and Subsidiaries as of June 30, 1996, and the consolidated results of their     
operations and their cash flows for the year then ended, in conformity with     
generally accepted accounting principles.                                       

COOPERS & LYBRAND L.L.P.                                                        

Detroit, Michigan                                                               
February 4, 1998                                                                

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RPI HOLDINGS, INC.                                                              

CONSOLIDATED BALANCE SHEETS                                                     
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                          SEPTEMBER 30,    MARCH 31,       JUNE 30, 
                                                              1997           1997            1996   
                                                          (UNAUDITED)                               
                                                                                                    
ASSETS                                                                                              
Current assets                                                                                      
   Cash                                                   $     32,086   $     36,145   $     60,568
   Accounts receivable, less allowance for doubtful                                                 
    accounts of $66,055 in 1997 and $80,000 in 1996          1,633,602      1,755,481      1,705,609
   Accounts receivable, other                                    6,414         33,009               
   Notes receivable                                             25,000         31,159         10,585
   Refundable income taxes                                     254,000        254,000        300,000
   Inventories                                                                                      
     Raw material                                              491,219        572,015        378,776
     Work-in-process                                           707,434        671,224        248,934
     Finished goods                                            311,162        347,894        200,672
                                                          ------------   ------------   ------------
                                                             1,509,815      1,591,133        828,382
   Prepaid expenses                                             92,022        162,246        292,082
   Deferred income taxes                                        47,600         62,600         47,600
                                                          ------------   ------------   ------------
     Total current assets                                    3,594,125      3,899,178      3,277,835

Property, plant and equipment, net                           2,965,362      3,024,876      2,764,259
Deferred income taxes                                          484,500                              
                                                          ------------   ------------   ------------

    TOTAL ASSETS                                          $  7,043,987   $  6,924,054   $  6,042,094
                                                          ============   ============   ============
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                
Current liabilities                                                                                 
   Current maturities of long-term debt                   $  4,269,842   $  2,937,611   $    410,092
   Accounts payable                                          2,340,402      2,482,615      1,435,794
   Accrued expenses and other liabilities                      333,296        416,520        437,939
                                                          ------------   ------------   ------------
     Total current liabilities                               6,943,540      5,836,746      2,283,825
Long-term debt, less current maturities                        474,337        509,720      2,504,550
Notes payable to shareholders                                  364,760        364,760        364,760
Deferred income taxes                                                          63,200        150,300
                                                          ------------   ------------   ------------
     Total liabilities                                       7,782,637      6,774,426      5,303,435
Commitments and contingent liabilities (Note 6)                                                     
Shareholders' equity (deficit)                                                                      
   Common stock (no par value; 60,000                                                               
    shares authorized, 752.8 shares issued                                                          
    and outstanding)                                           373,295        373,295        373,295
   Retained (deficit) earnings                              (1,111,945)      (223,667)       365,364
                                                          ------------   ------------   ------------
     Total shareholders' equity                               (738,650)       149,628        738,659
                                                          ------------   ------------   ------------

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)  $  7,043,987   $  6,924,054   $ 66,042,094
                                                          ============   ============   ============

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

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RPI HOLDINGS, INC.                                                              

CONSOLIDATED STATEMENTS OF OPERATIONS                                           
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                            FOR THE SIX MONTHS          FOR THE PERIOD FROM   FOR THE YEAR
                                            ENDED SEPTEMBER 30,           JULY 1, 1996 TO        ENDED    
                                         1997                1996          MARCH 31, 1997    JUNE 30, 1996
                                               (UNAUDITED)                                                

                                                                                                          
Net sales                            $  6,938,452        $  5,021,666       $  8,823,948     $  9,819,907 
Cost of sales                           7,985,430           4,620,341          9,037,409        8,826,609 
                                     ------------        ------------       ------------     ------------ 
  GROSS PROFIT                         (1,046,978)            401,325           (213,461)         993,298 
Selling and administrative expenses       143,793             614,816            535,017        1,264,314 
                                     ------------        ------------       ------------     ------------ 
  OPERATING LOSS                       (1,190,771)           (213,491)          (748,478)        (271,016)
Other income (expense)                                                                                    
  Interest expense                       (203,081)           (155,360)          (251,585)        (404,322)
  Miscellaneous income (expense)          (22,426)             63,911             54,932          (38,740)
                                     ------------        ------------       ------------     ------------ 
   LOSS BEFORE INCOME TAXES            (1,416,278)           (304,940)          (945,131)        (714,078)
Income tax benefit                        528,000             128,000            356,100          300,000 
                                     ------------        ------------       ------------     ------------ 

   NET LOSS                          $   (888,278)       $   (176,940)      $   (589,031)    $   (414,078)
                                     ============        ============       ============     ============ 

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

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RPI HOLDINGS, INC.                                                              

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY                       
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                             COMMON      COMMON        RETAINED                 
                                             STOCK       STOCK         EARNINGS         TOTAL   

                                                                                                
BALANCES AT JULY 1, 1995                       770   $    383,845   $    779,442   $  1,163,287 
Net loss                                                                (414,078)      (414,078)
Redemption of common stock                     (17)       (10,550)                      (10,550)
                                            ------   ------------   ------------   ------------ 
BALANCES AT JUNE 30, 1996                      753        373,295        365,364        738,659 
Net loss                                                                (589,031)      (589,031)
                                            ------   ------------   ------------   ------------ 
BALANCES AT MARCH 31, 1997                     753        373,295       (223,667)       149,628 

Net loss (unaudited)                                                    (888,278)      (888,278)
                                            ------   ------------   ------------   ------------ 

BALANCES AT SEPTEMBER 30, 1997 (UNAUDITED)     753   $    373,295   $ (1,111,945)  $   (738,650)
                                            ======   ============   ============   ============ 

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

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RPI HOLDINGS, INC.                                                              

CONSOLIDATED STATEMENTS OF CASH FLOWS                                           
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                       FOR THE SIX MONTHS          FOR THE PERIOD FROM    FOR THE YEAR
                                                       ENDED SEPTEMBER 30,           JULY 1, 1996 TO         ENDED    
                                                     1997                1996        MARCH 31, 1997      JUNE 30, 1996
                                                           (UNAUDITED)                                                
                                                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                  
Net loss                                        $   (888,278)       $   (176,940)    $   (589,031)      $   (414,078) 
Adjustments to reconcile net loss to net                                                                              
  cash used in operating activities                                                                                   
  Depreciation and amortization                      153,111             105,256          202,051            213,050  
  Loss on sale of property and equipment               4,800                                                          
  Deferred income taxes                             (532,700)            164,410         (102,100)            12,700  
  Changes in operating assets and liabilities                                                                         
    Accounts receivable                              128,293            (272,998)         (49,872)           278,413  
    Accounts receivable, other                        26,595              63,479                                      
    Notes receivable                                   6,159             (10,586)         (20,574)             3,529  
    Refundable income taxes                           46,000            (300,000)                                     
    Inventories                                       81,318             (45,306)        (762,751)           290,684  
    Prepaid expenses and other current assets         75,463             157,560          129,836            (60,560) 
    Accounts payable                                (142,213)            260,756        1,046,821             33,095  
    Accrued expenses and other liabilities           (88,463)           (191,506)         (21,419)          (204,769) 
                                                ------------        ------------     ------------       ------------  
        NET CASH USED IN OPERATING ACTIVITIES     (1,207,310)             (9,354)         (89,644)           (84,457) 
                                                ------------        ------------     ------------       ------------  
CASH FLOWS FROM INVESTING ACTIVITIES                                                                                  
Purchases of property and equipment                  (93,597)           (224,814)        (671,758)          (250,007) 
proceeds from sale of assets                                                              204,290                     
                                                                                     ------------       ------------  
         NET CASH USED IN INVESTING ACTIVITIES       (93,597)           (224,814)        (467,468)          (250,007) 
                                                ------------        ------------     ------------       ------------  
CASH FLOWS FROM FINANCING ACTIVITIES                                                                                  
Principal borrowings on revolving line of                                                                             
 credit, net                                         (65,069)            157,575          515,049            390,475  
Proceeds from debt obligations                        58,303                              792,252            274,757  
Principal payments of debt obligations              (223,677)                            (774,612)          (350,775) 
Advances from related party                        1,585,594                                                          
Redemption of common stock                                                                                   (10,550) 
                                                                                     ------------       ------------  
    NET CASH PROVIDED BY FINANCING ACTIVITIES      1,296,848             215,878          532,689            303,907  
                                                ------------        ------------     ------------       ------------  
Net decrease in cash                                  (4,059)            (18,290)         (24,423)           (30,557) 
Cash, beginning of year                               36,145              78,575           60,568             91,125  
                                                ------------        ------------     ------------       ------------  

Cash, end of year                               $     32,086        $     60,285     $     36,145       $     60,568  
                                                ============        ============     ============       ============  

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

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RPI HOLDINGS, INC.                                                              

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
--------------------------------------------------------------------------------

1.       NATURE OF OPERATIONS                                                   

    RPI Holdings, Inc. (the Company), specializes in the production of
         roll-formed pieces, metal stampings with clinch or welded fasteners and
        welded assemblies of functional and decorative trim for the automotive
     industry. The Company primarily operates from two plants located in
Michigan.                                                     

     Net sales to the Company's two primary customers as a percentage of
total sales are as follows:                                   

                                                                [Download Table]

                                 FOR THE PERIOD                      
                                FROM JULY 1, 1996  FOR THE YEAR ENDED
                                TO MARCH 31, 1997    JUNE 30, 1996   

                                                                     
General Motors Corporation            63%                  46%       
Johnson Controls International        19%                  19%       

 Accounts receivable from General Motors Corporation and Johnson
Controls International represent approximately 53% and 23%,   
  respectively, of the March 31, 1997 accounts receivable balance.

         Although the Company is directly affected by the economic well being of
     the automotive industry and customers referred to above, management
        does not believe significant credit risk exists at March 31, 1997. The
Company does not require collateral to reduce such risk and   
historically has not experienced significant losses related to
     receivables from individual customers or groups of customers in the
automotive industry.                                          

2.       SUBSEQUENT EVENTS                                                      

      Subsequent to March 31, 1997, the Company was advanced $1,500,000 in
     various installments from Lobdell Emery Corporation, a wholly-owned
        subsidiary of Oxford Automotive, Inc. (Oxford). The advances were used
to support the ongoing operations of the Company. The majority
        shareholder of Oxford is also the majority shareholder of the Company.

      On November 25, 1997, Oxford purchased all of the outstanding common
     stock of the Company for $2,500,000 in cash. In connection with the
         acquisition, the notes payable to shareholders of $364,760 and the RPI,
     Inc. revolving credit, bank term, revolving equipment and revolving
tooling loans described in Note 4 were repaid.                

3.       SIGNIFICANT ACCOUNTING POLICIES                                        

BASIS OF PRESENTATION                                         

        During the period ended March 31, 1997, the Company changed its fiscal
      year end to March 31. Previously, the Company's fiscal year ended on
June 30.                                                      

PRINCIPLES OF CONSOLIDATION                                   

  The consolidated financial statements of the Company include the
        accounts of RPI Holdings, Inc. and its wholly-owned subsidiaries, RPI,
        Inc. and Prudenville Manufacturing, Inc. (PMI). RPI Holdings, Inc. and
 PMI had no revenues or operations during the periods presented.

REVENUE RECOGNITION                                           

      Revenue is recognized by the Company upon shipment of product to the
customer.                                                     

CASH EQUIVALENTS                                              

      The Company considers all highly-liquid investments with maturity of
three months or less when purchased to be cash equivalents.   

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RPI HOLDINGS, INC.                                                              

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
--------------------------------------------------------------------------------

3.       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                            

INVENTORIES                                                   

 Inventories are stated at the lower of cost or market with cost
determined on a first-in, first-out basis ("FIFO").           

REIMBURSABLE TOOLING                                          

        Reimbursable tooling represents net costs incurred on tooling projects
      for which the Company expects to be reimbursed by customers. Ongoing
     estimates of total costs to be incurred on each tooling project are
 made by management and losses, if any, are recorded when known.
         Generally, tooling revenue is recognized upon acceptance of the tooling
        by the customer. At March 31, 1997 and June 30, 1996, all reimbursable
tooling is recorded in prepaid expenses.                      

PROPERTY, PLANT AND EQUIPMENT                                 

   Property, plant and equipment are stated on the basis of cost and
     include expenditures for improvements which materially increase the
     useful lives of existing assets. Expenditures for normal repair and
       maintenance are charged to operations as incurred. For federal income
tax purposes, depreciation is computed using accelerated and  
       straight-line methods. For financial reporting purposes, depreciation
         is computed using the straight-line method over the following estimated
useful lives:                                                 

                                                                [Download Table]

                                            YEARS

                                                 
Land improvements                              30
Buildings                                   30-40
Machinery and equipment                      3-20
Furniture and fixtures                       7-10

IMPAIRMENT OF LONG-LIVED ASSETS                               

         The Company accounts for long-lived assets in accordance with Statement
of Financial Accounting Standards No. 121, "Accounting for the
 Impairment of Long-Lived Assets and for Long-Lived Assets to be
  Disposed of". This Statement requires that long-lived assets and
        certain identifiable intangibles to be held and used by the Company be
     reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be fully
     recoverable. The Company recognizes impairment losses for assets or
   groups of assets where the sum of the estimated future cash flows
       (undiscounted and without interest charges) is less than the carrying
   amount of the related asset or group of assets. The amount of the
      impairment loss recognized is the excess of the carrying amount over
the fair value of the asset or group of assets being measured.

NOTES PAYABLE TO SHAREHOLDERS                                 

        The notes payable to shareholders accrue interest at an annual rate of
     6%, payable quarterly. As described in Note 2, the notes payable to
    shareholders were repaid in connection with the acquisition of the
Company by Oxford.                                            

INCOME TAXES                                                  

  Deferred taxes are provided to give recognition to the effect of
       expected future tax consequences of temporary differences between the
         carrying amounts for financial reporting purposes and the tax bases for
income tax purposes of assets and liabilities.                

FAIR VALUE OF FINANCIAL INSTRUMENTS                           

       At March 31, 1997 and June 30, 1996, the carrying amount of financial
         instruments such as cash and cash equivalents and trade receivables and
         payables approximated their fair values. Based upon the borrowing rates
currently available to the Company, the carrying value of debt
approximates fair value.                                      

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RPI HOLDINGS, INC.                                                              

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
--------------------------------------------------------------------------------

3.       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                            

USE OF ESTIMATES                                              

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
         liabilities and disclosures of contingent assets and liabilities at the
        date of the financial statements, and the reported amounts of revenues
       and expenses during the reporting period. Actual results could differ
from those estimates.                                         

4.       PROPERTY, PLANT AND EQUIPMENT                                          

Property, plant and equipment are comprised of the following: 

                                                                [Download Table]

                                   MARCH 31,      JUNE 30,   
                                     1997           1996     

                                                             
Land and land improvements       $    104,272   $    113,243 
Buildings                           1,379,118      1,460,792 
Machinery and equipment             2,167,939      1,654,716 
Furniture and fixtures                203,748        216,545 
                                 ------------   ------------ 
                                    3,855,077      3,445,296 
Less - accumulated depreciation      (830,201)      (681,037)
                                 ------------   ------------ 

                                 $  3,024,876   $  2,764,259 
                                 ============   ============ 

5.       ACCRUED EXPENSES AND OTHER LIABILITIES                                 

       Accrued expenses and other liabilities are composed of the following:

                                                                [Download Table]

                            March 31,   June 30,
                              1997       1996   

                                                
Accrued interest            $ 67,919   $ 53,873 
Accrued salaries and wages    91,172     68,595 
Accrued professional fees     87,382     94,636 
Accrued commissions           62,545    130,012 
Other                        107,502     90,823 
                            --------   -------- 
                            $416,520   $437,939 
                            ========   ======== 

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RPI HOLDINGS, INC.                                                              

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
--------------------------------------------------------------------------------

6.       BORROWING ARRANGEMENTS                                                 

                                                        [Enlarge/Download Table]

                                                          MARCH 31, 1997   JUNE 30, 1996
                                                                                        
REVOLVING CREDIT LOAN - RPI, INC.                                                       
Interest at prime rate plus .5% (9% at March 31, 1997),                                 
 matures December 31, 1997                                $  1,359,961    $    844,912  

BANK TERM LOAN - RPI, INC                                                               
Interest at prime rate plus 1% (9.5% at March 31, 1997),                                
 Monthly principal payments of $20,833, matures                                         
 December 31, 1997                                             598,011         885,508  

REVOLVING EQUIPMENT LOAN - RPI, INC                                                     
Interest at prime rate plus 1% (9.5% at March 31, 1997),                                
 Monthly principal payments of $15,511, matures                                         
 December 31, 1997                                             707,192         347,510  

REVOLVING TOOLING LOAN - RPI, INC                                                       
Interest at prime rate plus 1% (9.5% at March 31, 1997),                                
 matures December 31, 1997                                     151,787         222,280  

TERM NOTE PAYABLE - PMI                                                                 
Interest at 6% payable annually.  Monthly principal                                     
 payments of $2,500, matures April 30, 1999                    477,500         500,000  

LAND CONTRACT - PMI                                                                     
Interest at 8%.  Monthly payments of $3,000, matures                                    
 May 31, 1999                                                   77,766         104,766  

OTHER                                                           75,114           9,666  
                                                          ------------    ------------  
                                                             3,447,331       2,914,642  
Less - current portion                                      (2,937,611)       (410,092) 
                                                          ------------    ------------  

                                                          $    509,720    $  2,504,550  
                                                          ============    ============  

        Borrowing under the revolving credit and bank term loan agreements are
        subject to certain limitations determined by a formula based on 80% of
    eligible accounts receivable and 35% of eligible inventories, or a
   maximum of $500,000. Upon the occurrence of any default, interest
   accrues on the unpaid principal balance at an annual rate of four
         percent above the bank's prime rate. The financing is collateralized by
all assets of RPI, Inc.                                       

   The Company was in default of certain provisions of the revolving
     credit loan, bank term loan, revolving equipment loan and revolving
   tooling loan agreements as of March 31, 1997. The agreements were
       amended subsequent to March 31, 1997. Under the new terms, the amount
        available under the revolving credit loan decreased from $3,250,000 to
        $2,600,000, additional advances under the revolving equipment loan and
        revolving tooling loan were terminated, certain covenants were amended
and the balances of the revolving credit loan, bank term loan,
      revolving equipment loan and revolving tooling loan were due October
      15, 1997. Subsequent to this amendment, the due date was extended to
December 31, 1997.                                            

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RPI HOLDINGS, INC.                                                              

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
--------------------------------------------------------------------------------

6.       BORROWING ARRANGEMENTS (CONTINUED)                                     

    As described in Note 2, the revolving credit loan, bank term loan,
         revolving equipment loan and revolving tooling loan were repaid in full
         in connection with the acquisition of the Company on November 25, 1997.

    Scheduled maturities of long-term debt, after giving effect to the
amendments described above, are as follows:                   

                                                                [Download Table]

YEARS ENDING                        
  MARCH 31                          
                                    
    1998              $    2,937,611
    1999                      71,844
    2000                     429,110
    2001                       5,844
    2002                       2,922
                      --------------
                      $    3,447,331
                      ==============

     Cash paid for interest during the nine month period ended March 31,
     1997 and for the year ended June 30, 1996 approximated $238,000 and
$375,000, respectively.                                       

7.       COMMITMENTS AND CONTINGENCIES                                          

OPERATING LEASES                                              

    The Company leases certain buildings and equipment under operating
 lease agreements. The future minimum lease payments under these
operating leases are:                                         

                                                                [Download Table]

          YEARS ENDING                        
            MARCH 31                          
                                              
              1998              $      200,111
              1999                     154,030
              2000                      90,730
                                --------------
Total minimum lease payments    $      444,871
                                ==============

       Rental expense for the nine month period ended March 31, 1997 and for
  the year ended June 30, 1996 approximated $178,000 and $218,000,
respectively.                                                 

GENERAL                                                       

       The Company is subject to various claims, lawsuits and administrative
    proceedings related to matters arising out of the normal course of
        business, including an audit of the Company's June 30, 1996 tax return
      by the Internal Revenue Service. In the opinion of management, after
        reviewing the information which is currently available with respect to
         such matters and consulting with legal counsel, any liability which may
ultimately be incurred with respect to these matters will not 
         materially affect the financial position, results of operations or cash
flows of the Company.                                         

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RPI HOLDINGS, INC.                                                              

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
--------------------------------------------------------------------------------

8.       INCOME TAXES                                                           

The Company's income tax benefit consists of the following:   

                                                                [Download Table]

                              FOR THE PERIOD FROM   FOR THE YEAR
                                JULY 1, 1996 TO        ENDED    
                                MARCH 31, 1997     JUNE 30, 1996

                                                                
Current benefit                   $  254,000        $  312,700  
Deferred benefit (provision)         102,100           (12,700) 
                                  ----------        ----------  

                                  $  356,100        $  300,000  
                                  ==========        ==========  

   A reconciliation between the Company's income tax benefit and the
     amount computed by applying the statutory income tax rate to income
before income taxes is as follows:                            

                                                                [Download Table]

                                  FOR THE PERIOD FROM   FOR THE YEAR
                                    JULY 1, 1996 TO        ENDED    
                                    MARCH 31, 1997     JUNE 30, 1996

                                                                    
Statutory rate                        $  321,300        $  242,800  
Net operating loss carry forward          71,800                    
Inventory adjustment                     (20,500)                   
Other                                    (16,500)           57,200  
                                      ----------        ----------  

Income tax benefit                    $  356,100        $  300,000  
                                      ==========        ==========  

 Significant components of the Company's deferred tax assets and
(liabilities) are as follows:                                 

                                                                [Download Table]

                                        MARCH 31,    JUNE 30,  
                                          1997         1996    
                                                               

Deferred tax liabilities                                       
   Tax depreciation in excess of book  $ (161,000)  $ (150,300)
                                       ----------   ---------- 

Deferred tax assets                                            
   Net operating loss carrry forward       71,800              
   Inventory                               38,400              
   AMT credit carry forward                26,000              
   Allowance for doubtful accounts         22,500       27,200 
   Other                                    1,700       20,400 
                                       ----------   ---------- 
Gross deferred tax assets                 160,400       47,600 
                                       ----------   ---------- 
Net deferred tax liability             $     (600)  $ (102,700)
                                       ==========   ========== 

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RPI HOLDINGS, INC.                                                              

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      
--------------------------------------------------------------------------------

8.       INCOME TAXES (CONTINUED)                                               

       The Company has a net operating loss carry forward for federal income
  tax purposes with potential future tax benefits of approximately
  $72,000, which expires during 2012. In addition, the Company has
      Alternative Minimum Tax credit carry forwards aggregating $26,000 at
      March 31, 1997 which can be carried forward indefinitely. Due to the
        subsequent acquisition of the Company, as more fully described in Note
     2, there are annual limitations on the amount of the carry forwards
        which can be utilized. Management believes that it is more likely than
  not that the benefit of these tax benefits will be realized and,
  therefore, no valuation allowance is provided at March 31, 1997.

       The Company paid no income taxes for both the nine month period ended
March 31, 1997 and the year ended June 30, 1996.              

9.       RELATED PARTY TRANSACTIONS                                             

       The Company is charged fees by a related party, The Oxford Investment
    Group, Inc., for consulting, finance and management services and a
      sales representative agreement. These fees approximated $116,000 and
     $325,000 for the nine month period ended March 31, 1997 and for the
year ended June 30, 1996, respectively.                       

10.      INTERIM DATA (UNAUDITED)                                               

       The accompanying unaudited balance sheet as of September 30, 1997 and
        the unaudited consolidated statements of operations and cash flows for
     the six-month periods ended September 30, 1997 and 1996 include all
       adjustments, consisting of normal recurring adjustments, which in the
      opinion of management are necessary for the fair presentation of the
       financial position, results of operations and cash flows. The results
        of operations for any interim period are not necessarily indicative of
the results of operations for a full year.                    

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 REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders                                                             
and Directors of                                                                
Oxford Automotive, Inc.                                                         

In our opinion, the accompanying combined balance sheet and the related combined
statements of operations and of cash flows present fairly, in all material      
respects, the financial position of the Suspension Division (Suspension), a     
Division of Eaton Corporation (Eaton), at December 31, 1997, and the results of 
its operations and its cash flows for the year ended December 31, 1997, in      
conformity with generally accepted accounting principles. These financial       
statements are the responsibility of the management of Suspension; our          
responsibility is to express an opinion on these financial statements based on  
our audit. We conducted our audit of these statements in accordance with        
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test basis,    
evidence supporting the amounts and disclosures in the financial statements,    
assessing the accounting principles used and significant estimates made by      
management, and evaluating the overall financial statement presentation. We     
believe that our audit provides a reasonable basis for the opinion expressed    
above.                                                                          

Our engagement as auditors of Suspension was subsequent to December 31, 1997.   
Therefore, we were not present to observe physical inventories taken on or prior
to that date, the amounts of which entered into the determination of cost of    
goods sold for the year ended December 31, 1997. However, we observed physical  
inventories subsequent to December 31, 1997 and performed such other procedures 
as we deemed appropriate.                                                       

Suspension, as disclosed in Note 2 to the accompanying financial statements, is 
a division of Eaton and has extensive transactions and relationships with Eaton.
Because of these relationships, it is possible that the terms of these          
transactions are not the same as those that would result from transactions among
wholly unrelated parties.                                                       

As discussed in Note 14, on April 1, 1998, Eaton sold certain net assets of     
Suspension to Oxford Automotive, Inc. The accompanying financial statements do  
not give effect to this purchase transaction.                                   

PRICE WATERHOUSE LLP                                                            
Detroit, Michigan                                                               

June 11, 1998                                                                   

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

COMBINED BALANCE SHEETS                                                         
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

                                                                [Download Table]

                                                        MARCH 31,   DECEMBER 31,
                                                          1998         1997     
                                                       (UNAUDITED)              
                      ASSETS                                                    
                                                                                
Current assets                                                                  
   Cash                                                 $      2     $      7   
   Accounts receivable                                    11,784       13,115   
   Inventories                                            11,704        9,574   
   Prepaid expenses                                           30           21   
                                                        --------     --------   
     Total current assets                                 23,520       22,717   
Property, plant and equipment, net                        26,869       26,808   
Prepaid pension asset                                      5,078        4,770   
Other assets                                               3,575        3,346   
                                                        --------     --------   

     TOTAL ASSETS                                       $ 59,042     $ 57,641   
                                                        ========     ========   

LIABILITIES AND EATON INVESTMENT                                                

Current liabilities                                                             
   Accounts payable                                     $  6,002     $  7,164   
   Employee compensation                                   2,869        2,381   
   Accrued expenses and other current liabilities          1,750        1,798   
                                                        --------     --------   
     Total current liabilities                            10,621       11,343   
Deferred income taxes                                      2,059        2,059   
Postretirement benefits liability                          2,554        2,360   
Environmental commitments and contingencies (Note 12)      1,557        1,557   
                                                        --------     --------   
     TOTAL LIABILITIES                                    16,791       17,319   
Eaton investment                                          42,251       40,322   
                                                        --------     --------   

     TOTAL LIABILITIES AND EATON INVESTMENT             $ 59,042     $ 57,641   
                                                        ========     ========   

See accompanying notes to combined financial statements.                        

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

COMBINED STATEMENTS OF OPERATIONS                                               
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                   THREE MONTHS ENDED            YEAR ENDED  
                                                        MARCH 31,               DECEMBER 31, 
                                                 1998                1997           1997     
                                                       (UNAUDITED)                           
                                                                                             
Sales                                        $     30,261        $     33,559   $    125,776 
Cost of goods sold                                 28,808              30,572        116,485 
                                             ------------        ------------   ------------ 
GROSS PROFIT                                        1,453               2,987          9,291 
Selling, general and administrative expense         1,740               1,799          7,214 
                                             ------------        ------------   ------------ 
     OPERATING INCOME (LOSS)                         (287)              1,188          2,077 
                                             ------------        ------------   ------------ 
Equity in income of Metalcar                          226                  39            741 
Interest expense                                     (291)               (273)        (1,015)
Other income (expense)                               (248)                100            280 
                                             ------------        ------------   ------------ 
INCOME (LOSS) BEFORE PROVISION (BENEFIT)                                                     
 FOR INCOME TAXES                                    (600)              1,054          2,083 
Provision (benefit) for income taxes                 (237)                416            827 
                                             ------------        ------------   ------------ 

NET INCOME (LOSS)                            $       (363)       $        638   $      1,256 
                                             ============        ============   ============ 

See accompanying notes to combined financial statements.                        

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

COMBINED STATEMENTS OF CASH FLOWS                                               
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                  THREE MONTHS ENDED         YEAR ENDED 
                                                                       MARCH 31,            DECEMBER 31,
                                                                 1998             1997          1997    
                                                                     (UNAUDITED)                        
                                                                                                        
Cash flows from operating activities                                                                    
Net income (loss)                                            $     (363)       $      638    $    1,256 
Adjustments to reconcile net income (loss) to net                                                       
 cash provided by (used for) operating activities                                                       
   Depreciation and amortization                                    957             1,024         4,317 
   Loss on disposal of fixed assets                                   8                49           451 
   Income of affiliate, net of dividend received                   (226)              (59)         (238)
   Deferred income taxes                                            516                                 
   Changes in assets and liabilities                                                                    
     Accounts receivable                                          1,399            (2,228)          236 
     Inventories                                                 (2,067)              407        (1,158)
     Prepaid expenses                                                (9)             (202)            1 
     Other noncurrent assets                                       (308)             (318)       (1,243)
     Accounts payable                                            (1,198)           (1,079)        1,907 
     Employee compensation                                          473               641          (287)
     Accrued expenses and other current liabilities                 (93)              510           683 
     Postretirement benefits liability                              194               (50)          355 
     Environmental commitments and contingencies                     37               (23)          (20)
                                                             ----------        ----------    ---------- 
       NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES      (1,196)             (690)        6,776 
                                                             ----------        ----------    ---------- 
CASH FLOWS FROM INVESTING ACTIVITIES                                                                    
Purchases of property, plant and equipment                         (919)             (152)       (4,994)
                                                             ----------        ----------    ---------- 
       NET CASH USED FOR INVESTING ACTIVITIES                      (919)             (152)       (4,994)
                                                             ----------        ----------    ---------- 
CASH FLOWS FROM FINANCING ACTIVITIES                                                                    
Intercompany activity                                             2,292               644        (3,024)
                                                             ----------        ----------    ---------- 
       NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES       2,292               644        (3,024)
                                                             ----------        ----------    ---------- 
Effect of exchange rate changes on cash                            (182)              198         1,248 
                                                             ----------        ----------    ---------- 
NET DECREASE IN CASH                                                 (5)             --               6 
                                                             ----------        ----------    ---------- 
Cash at beginning of the period                                       7                 1             1 
                                                             ----------        ----------    ---------- 

Cash at end of the period                                    $        2        $        1    $        7 
                                                             ==========        ==========    ========== 

See accompanying notes to combined financial statements.                        

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

1.       DESCRIPTION OF BUSINESS                                                

        The Suspension Division (Suspension) of Eaton Corporation (Eaton) is a
    leading tier one North American supplier of leaf spring suspension
systems for automotive applications. Suspension's products are
        primarily sold to original equipment manufacturers (OEMs) of passenger
cars, light trucks and heavy trucks.                          

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

BASIS OF PRESENTATION                                         

       These financial statements present the historical financial position,
        results of operations and cash flows of Suspension previously included
        in the Eaton consolidated financial statements. Suspension's financial
  information included herein is not necessarily indicative of the
        financial position, results of operations and cash flows of Suspension
   in the future or of the results which would have been reported if
Suspension had operated as an unaffiliated enterprise.        

       Transactions between Eaton and Suspension (and Eaton's other business
    units) are herein referred to as "intercompany" or "related party"
transactions.                                                 

       If Suspension was operated as an independent, unaffiliated entity, it
        may not be able to obtain raw material and other goods and services at
       historical price levels obtained when purchasing as a part of Eaton's
worldwide purchasing process.                                 

     Suspension accounts for its investment in the Metalurgica Carabobo,
      S.A. (Metalcar) joint venture under the equity method of accounting.
        Metalcar is included in the combined financial statements on the basis
of its September 30, 1997 fiscal year end.                    

CONCENTRATION OF CREDIT RISK                                  

     Suspension's customer base is primarily comprised of OEMs. Sales to
         Suspension's three largest customers aggregated 71%, 14% and 8% of 1997
       sales. Financial instruments which potentially expose Suspension to a
        concentration of credit risk consist primarily of accounts receivable.
At December 31, 1997, the aforementioned customers represented
approximately 50%, 24% and 21% of trade accounts receivable.  

        Although Suspension is directly affected by the economic well being of
     the automotive industry, as well as its major customers, management
       does not believe significant credit risk exists at December 31, 1997.
       Suspension does not require collateral to reduce such credit risk and
historically has not experienced significant losses related to
receivables.                                                  

FOREIGN CURRENCY TRANSLATION\                                 

 The functional currency of the Canadian operations is the local
         currency. Financial statements for these operations are translated into
   United States dollars at year-end exchange rates as to assets and
    liabilities and weighted-average exchange rates as to revenues and
   expenses. The resulting translation adjustments are recorded as a
component of Eaton investment.                                

INVENTORIES                                                   

        Inventories are carried at lower of cost or market using the first-in,
first-out (FIFO) method.                                      

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                 

PROPERTY, PLANT AND EQUIPMENT                                 

   Property, plant and equipment are stated on the basis of cost and
     include expenditures for improvements which materially increase the
      useful lives of existing assets. Expenditures for normal repairs and
       maintenance are charged to operations as incurred. For federal income
       tax purposes, depreciation is computed using accelerated methods. For
    financial reporting purposes, depreciation is computed principally
    using the straight-line method over the following estimated useful
lives:                                                        

                                                                [Download Table]

                                                         YEARS
                                                              
Land improvements                                           40
Buildings and building improvements                      10-40
Machinery and equipment                                   3-10

VALUATION OF LONG-LIVED ASSETS                                

         In accordance with Statement of Financial Accounting Standards No. 121,
       Accounting for the Impairment of Long-Lived Assets and for Long-Lived
 Assets to be disposed of, Suspension periodically evaluates the
       carrying value of long-lived assets to be held and used. The carrying
         value of a long-lived asset is considered impaired when the anticipated
       undiscounted cash flow from such asset is separately identifiable and
      is less than its carrying value. In that event, a loss is recognized
         based on the amount by which the carrying value exceeds the fair market
value of the long-lived asset. Fair market value is determined
 primarily using the anticipated cash flows discounted at a rate
commensurate with the risk involved or independent appraisal. 

REVENUE RECOGNITION                                           

  Sales and related cost of sales are recognized when products are
shipped.                                                      

INCOME TAXES                                                  

       Suspension's United States and Canadian locations are included in the
        consolidated federal income tax returns of Eaton Corporation and Eaton
 Yale Limited, respectively. In preparing its combined financial
       statements, Suspension has determined its tax provision on a separate
    return basis. Income taxes payable and refundable income taxes are
       recorded as a component of Eaton investment. Deferred tax liabilities
       or assets reflect the impact of temporary differences between amounts
         of assets and liabilities for financial and tax reporting. Such amounts
      are subsequently adjusted, as appropriate, to reflect changes in tax
        rates expected to be in effect when the temporary differences reverse.
   A valuation allowance on deferred tax assets is provided if it is
        considered more likely than not that such deferred tax assets will not
be realized.                                                  

ESTIMATES                                                     

  Preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates
       and assumptions in certain circumstances that affect amounts reported
     in the accompanying combined financial statements and notes. Actual
results could differ from these estimates.                    

ENVIRONMENTAL                                                 

    Suspension expenses environmental expenditures related to existing
        conditions resulting from past or current operations and from which no
         current or future benefit is discernible. Expenditures which extend the
life of the related property or mitigate or prevent future    
   environmental contamination are capitalized. Suspension records a
         liability for remediation costs at the time when it is probable and can
       be reasonably estimated. The estimated liability of Suspension is not
        discounted or reduced for possible recoveries from insurance carriers.

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

3.       ACCOUNTS RECEIVABLE                                                    

Accounts receivable comprises the following:                  

                                                                [Download Table]


                  DECEMBER 31,
                      1997    

                              
Trade              $   12,811 
Other                     304 
                   ---------- 
                   $   13,115 
                   ========== 

4.       INVENTORIES                                                            

Inventories comprise the following:                           

                                                                [Download Table]

                               MARCH 31,   DECEMBER 31,
                                1998         1997      
                             (UNAUDITED)               
                                                       
Raw materials                $    7,694   $    5,633   
Work-in-process                   3,141        2,768   
Finished goods                    1,298        1,600   
                             ----------   ----------   
                                 12,133       10,001   
   Less - inventory reserve        (429)        (427)  
                             ----------   ----------   
                             $   11,704   $    9,574   
                             ==========   ==========   

5.       PROPERTY, PLANT AND EQUIPMENT                                          

Property, plant and equipment comprise the following:         

                                                                [Download Table]

                                                                   DECEMBER 31,
                                                                       1997    

                                                                               
Land and land improvements                                           $    503  
Buildings and building improvements                                    10,817  
Machinery and equipment                                                47,238  
Construction-in-progress                                                3,562  
                                                                     --------  
                                                                       62,120  
Less - Accumulated depreciation                                       (35,312) 
                                                                     --------  

                                                                     $ 26,808  
                                                                     ========  

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

6.       OTHER ASSETS                                                           

Other assets comprise the following:                          

                                                                [Download Table]

                                                             DECEMBER 31,
                                                                 1997    

                                                                         
Equity investment in Metalcar                                  $  3,284  
Other                                                                62  
                                                               --------  

                                                               $  3,346  
                                                               ========  

  The table below contains the summarized financial information of
Metalcar for the year ended September 30, 1997:               

                                                                [Download Table]
                                                                       
Net sales                                                      $ 15,737
                                                               ========

Operating income                                               $  2,581
                                                               ========

Net income                                                     $  1,509
                                                               ========

Current assets                                                 $  6,174
Non-current assets                                                4,336
                                                               --------

Total assets                                                   $ 10,510
                                                               ========

Current liabilities                                            $  3,725
Non-current liabilities                                              81
Shareholders equity                                               6,704
                                                               --------

Total liabilities and equity                                   $ 10,510
                                                               ========

       Suspension has a 49% joint venture interest in Metalcar, a Venezuelan
     manufacturer of conventional leaf springs and coil springs for both
light and heavy trucks.                                       

7.       ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES                         

        Accrued expenses and other current liabilities comprise the following:

                                                                [Download Table]

                                                             DECEMBER 31,
                                                                 1997    
                                                                         
Utilities                                                      $    561  
Warranty                                                            458  
Other                                                               779  
                                                               --------  

                                                               $  1,798  
                                                               ========  

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

8.       EMPLOYEE BENEFIT PLANS                                                 

PENSIONS                                                      

   Substantially all salaried employees of Suspension participate in
      defined benefit pension plans covering all Eaton salaried employees.
Plan benefits are generally based on years of service and the 
    employee's compensation. Solely for the purpose of these financial
  statements, Suspension salaried employees are considered to have
       participated in multi-employer pension plans. Suspension recorded net
        periodic pension benefits of $30 for the year ended December 31, 1997,
   related to its participation in the Eaton defined benefit pension
plans.                                                        

      In addition, Suspension sponsors two noncontributory defined benefit
pension plans covering substantially all hourly employees at  
     Suspension's two Canadian manufacturing facilities. These plans are
 subject to collective bargaining agreements and provide pension
benefits that are based on a fixed rate applied to the hourly 
       employees' years of credited service up to a maximum of 30 years. The
  hourly plans do not provide for increases in future compensation
levels. Suspension's funding policy for these plans is to make
        contributions in amounts sufficient to fund the plan's current service
  cost and any going concern unfunded actuarial liabilities and/or
solvency deficiencies.                                        

         The following table sets forth the Canadian hourly plans' funded status
  and amounts recognized on Suspension's combined balance sheet at
December 31, 1997:                                            

                                                                [Download Table]
                                                                             
Actuarial present value of benefit obligation                                
  Vested benefits                                                   $ 19,236 
  Nonvested benefits                                                     724 
                                                                    -------- 
Projected benefit obligation                                          19,960 
Plan assets at fair value (primarily U.S. government securities,             
 bonds, notes and mutual funds)                                       22,821 
                                                                    -------- 
Plan assets greater than projected benefit obligation                  2,861 
Unrecognized net gains                                                  (543)
Unrecognized prior service cost                                        2,902 
Unrecognized net asset being recognized over 15-20 years                (450)
                                                                    -------- 
Prepaid pension cost                                                $  4,770 
                                                                    ======== 

       Net periodic pension cost for 1997 and the actuarial assumptions used
 in determining the projected benefit obligation are as follows:

                                                                [Download Table]
                                                                        
Service cost                                                   $    636 
Interest cost                                                     1,367 
Actual return on assets                                          (3,589)
Net amortization and deferral                                     2,074 
                                                               -------- 
Net periodic pension cost                                      $    488 
                                                               ======== 

  Discount rate                                                    7.25%
  Expected return on assets                                        9.25%

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS                   

U.S. retiree medical programs cover employees who retire with 
         eligibility for hospital, professional and other medical services. Most
      of the programs require deductibles and copayments and virtually all
   are integrated with Medicare. Retiree contributions are generally
        required based on length of service, location, coverage type, plan and
        Medicare eligibility. For U.S. salaried employees, Eaton also sponsors
        retiree life insurance programs which generally provide a benefit as a
percent of pay.                                               

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

8.       EMPLOYEE BENEFIT PLANS (CONTINUED)                                     

     Solely for the purposes of these financial statements, Suspension's
  U.S. salaried employees are considered to have participated in a
        multi-employer postretirement benefit plan. Suspension charged $128 to
expense for the year ended December 31, 1997, related to its  
participation in this plan.                                   

     In addition to the aforementioned defined benefit plans, Suspension
     also sponsors several defined benefit postretirement plans covering
       substantially all Canadian salaried and hourly employees. These plans
       provide health care and life insurance benefits for eligible retirees
     and are noncontributory. Provisions of the benefit plans for hourly
 employees are subject to collective bargaining agreements. Both
  Canadian salaried and hourly postretirement medical benefits are
     supplements to Canadian government sponsored benefits. Suspension's
   postretirement health care and life insurance plans are unfunded.

        The following table presents the Canadian salaried and hourly employee
  funded status reconciled with amounts recognized in Suspension's
December 31, 1997 combined balance sheet.                     

                                                                [Download Table]
                                                                        
Accumulated postretirement benefit obligations                          
  Retirees                                                     $  1,449 
  Full eligible active plan participants                          1,240 
  Non-eligible plan participants                                  2,339 
                                                               -------- 
Accumulated postretirement benefit obligation                     5,028 
Unrecognized prior service cost                                  (2,673)
Unrecognized gain                                                     5 
                                                               -------- 

Accrued postretirement medical benefit obligation              $  2,360 
                                                               ======== 

Net periodic postretirement benefit cost for 1997 included the
following components:                                         

                                                                [Download Table]
                                                                       
Service cost benefits earned during the period                 $    143
Amortization of prior service cost                                  155
Interest cost on the accumulated postretirement                        
 benefit obligation                                                 258
                                                               --------
Net periodic postretirement benefit cost                       $    556
                                                               ========

        The weighted average discount rate used in determining the accumulated
         postretirement benefit obligation was 7.0%. The weighted average annual
     assumed rate of increase in the per capita cost of covered benefits
         (i.e., healthcare cost trend rate) is 10.0% in 1998 trending to 5.0% in
   2003. The healthcare cost trend rate assumption has a significant
     effect on the amounts reported. For example, increasing the assumed
        healthcare cost trend rates by one percentage point in each year would
  increase the accumulated postretirement benefit obligation as of
         December 31, 1997 by approximately $905 and net periodic postretirement
       benefit cost for the period from January 1, 1997 to December 31, 1997
by approximately $147.                                        

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

9.       INCOME TAXES                                                           

The provision for income taxes comprises:                     

                                                                [Download Table]

                                                               YEAR ENDED 
                                                              DECEMBER 31,
                                                                 1997     
                                                                          
Income (loss) before taxes on income:                                     
  United States                                                $ (3,916)  
  Canada                                                          5,999   
                                                               --------   

                                                               $  2,083   
                                                               ========   
Taxes (benefit) on income:                                                
  United States                                                $ (1,332)  
  Canada                                                          2,159   
                                                               --------   

                                                               $    827   
                                                               ========   
Taxes (benefit) on income consist of:                                     
  Current                                                                 
    United States                                              $ (1,417)  
    Canada                                                        1,728   
                                                               --------   

                                                               $    311   
                                                               ========   
  Deferred                                                                
    United States                                              $     85   
    Canada                                                          431   
                                                               --------   
                                                               $    516   
                                                               ========   

      The principal items accounting for the difference in taxes on income
         computed at the U.S. statutory rate and as recorded on an overall basis
are as follows:                                               

                                                                [Download Table]

                                                                YEAR ENDED 
                                                               DECEMBER 31,
                                                                   1997    
                                                                           
Statutory U.S. federal income tax rate                             35.0%   
                                                                   ----    
Taxes on foreign earnings over                                             
 U.S. tax rate                                                      2.9    
Effect of U.S. graduated rates                                      1.8    
                                                                   ----    
                                                                   39.7%   
                                                                   ====    

      The temporary differences which give rise to deferred tax assets and
(liabilities) are as follows:                                 

                                                                [Download Table]

                                                             DECEMBER 31,
                                                                 1997    
                                                                         
Deferred tax assets                                                      
  Postretirement benefits                                      $    849  
  Environmental reserve                                             560  
  Other                                                             215  
                                                               --------  
    Gross deferred tax assets                                     1,624  
                                                               --------  
Deferred tax liabilities                                                 
  Property, plant and equipment                                  (1,966) 
  Pension benefits                                               (1,717) 
                                                               --------  
    Gross deferred tax liabilities                               (3,683) 
                                                               --------  
Net deferred tax liability                                     $ (2,059) 
                                                               ========  

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

10.      INTERCOMPANY TRANSACTIONS AND ALLOCATIONS                              

CASH MANAGEMENT                                               

         Suspension utilizes Eaton's centralized cash management services. Under
      this arrangement, Suspension's accounts receivable are collected and
  its cash disbursements are funded by Eaton on a daily basis. Net
activity between Eaton and Suspension is reflected in Eaton's 
investment in Suspension.                                     

CORPORATE SERVICES                                            

   Eaton allocates costs associated with certain corporate overhead,
     including executive salaries, risk management, sales and marketing,
        human resources, corporate finance and accounting, treasury and public
         affairs to its divisions through a corporate assessment charge which is
  allocated based on operating capital which consists primarily of
      current assets, capital assets and current liabilities. Charges from
        Eaton for such costs aggregated $1,563 for the year ended December 31,
       1997 and are included in selling, general and administrative expenses
in the accompanying combined statement of operations.         

       Eaton charges its divisions interest expense based on Eaton's overall
debt structure as well as the net cash used or provided by the
       divisions. Interest charges from Eaton aggregated $1,015 for the year
ended December 31, 1997.                                      

         Eaton provides various information systems assistance, employee payroll
processing, accounts receivable processing, accounts payable  
        processing, payment processing and fixed asset processing. These costs
  are allocated to Suspension based on certain criteria, including
 invoices or checks processed, headcount, fixed asset line items
         maintained, predetermined rates or on actual services provided. Charges
       from Eaton for such costs aggregated $423 for the year ended December
  31, 1997 and are included in selling, general and administrative
expenses in the accompanying combined statement of operations.

  Eaton manages employee medical, dental, life insurance, pension,
     postretirement and postemployment benefits on a consolidated basis.
       Eaton charges Suspension for its share of such employee-related costs
         based upon Suspension's estimated experience or headcount, depending on
     the nature of the cost. Charges for such costs are disclosed in the
     related footnotes herein with the exception of self insured medical
charges for U.S. employees which aggregated $454 in 1997.     

   Eaton provides certain research and development and manufacturing
         technology services to its divisions. Eaton allocates these costs based
       on hours applicable to the respective division. Charges from Eaton to
   Suspension for such services aggregated $1,369 for the year ended
         December 31, 1997. Of this amount, $271 is included in selling, general
        and administrative and $1,098 is included in cost of goods sold in the
accompanying statement of operations.                         

        Suspension shares certain facilities with other Eaton divisions. Eaton
        allocates rent expense to Suspension based on square footage occupied.
These charges aggregated $150 in 1997.                        

    Management believes that the methods utilized to allocate costs to
       Suspension, as discussed above, are reasonable. However, the terms of
       transactions between Eaton and Suspension, including allocated costs,
may differ from those that would result from transactions with
unrelated parties.                                            

INTERCOMPANY PURCHASES                                        

        Suspension purchased approximately $471 of inventory from Eaton Japan,
a related party. This inventory is used in the leaf spring    
     manufacturing process from which the related products are sold to a
Japanese transplant.                                          

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

10.      INTERCOMPANY TRANSACTIONS AND ALLOCATIONS (CONTINUED)                  

EATON INVESTMENT                                              

    The Eaton investment balance represents the cumulative transaction
      adjustment, cumulative intercompany activity from transactions, cost
     allocations, cash management and other charges and credits, between
   Suspension and Eaton (and its other business units). A summary of
changes in Eaton investment follows.                          

                                                                [Download Table]


                                            THREE MONTHS     YEAR ENDED 
                                               ENDED        DECEMBER 31,
                                           MARCH 31, 1998      1997     
                                             (UNAUDITED)                

                                                                        
Beginning Eaton investment                 $     40,322    $     42,090 
Net (loss) income                                  (363)          1,256 
Intercompany activity                             2,292          (3,024)
                                           ------------    ------------ 
Ending Eaton investment                    $     42,251    $     40,322 
                                           ============    ============ 

11.      LEASE COMMITMENTS                                                      

         Suspension leases certain buildings and equipment under operating lease
         agreements. Future minimum lease payments under operating leases having
       initial or remaining noncancellable lease terms in excess of one year
are as follows for the year ended December 31:                

                                                                [Download Table]

              
1998    $  284
1999       117
2000        58
2001        53
        ------
        $  512
        ======

Rent expense for the year ended December 31, 1997 was $476.             

12.      COMMITMENTS AND CONTINGENCIES                                          

ENVIRONMENTAL                                                 
     Suspension is subject to federal, state and local regulations which
govern environmental matters. Suspension has recorded amounts 
  aggregating $1,557 which, in management's best estimate, will be
    sufficient to provide for anticipated costs of known environmental
 matters, which consist primarily of remediation requirements at
Suspension's Canadian facilities.                             

 The effect of resolution of environmental matters on results of
       operations cannot be predicted due to the uncertainty concerning both
    the amount and timing of future expenditures and future results of
operations. However, management believes, on the basis of     
        presently-available information, that resolution of these matters will
not materially affect the financial condition of Suspension.  

13.      GEOGRAPHIC AREAS - FINANCIAL DATA                                      

                                                                [Download Table]


                                    United                        
                                    States       Canada     Total 

                                                                  
Net sales                   1997   $ 15,941    $109,835   $125,776
Net income (loss)           1997     (2,584)      3,840      1,256
Assets                      1997     14,536      43,105     57,641
Liabilities                 1997      2,625      14,694     17,319

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SUSPENSION DIVISION                                                             
A DIVISION OF EATON CORPORATION                                                 

NOTES TO COMBINED FINANCIAL STATEMENTS                                          
(DOLLARS IN THOUSANDS)                                                          
--------------------------------------------------------------------------------

13.      GEOGRAPHIC AREAS - FINANCIAL DATA  (CONTINUED)                         

Sales between geographic areas approximate market and are not 
       significant. Suspension corporate office income, expenses, assets and
liabilities are included in the United States column.         

14.      SUBSEQUENT EVENTS                                                      

     On April 1, 1998, Eaton sold substantially all of the net assets of
  Suspension to Oxford Automotive, Inc. The accompanying financial
statements do not give effect to this transaction.            

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 INDEPENDENT AUDITORS REPORT

We have audited the accompanying consolidated balance sheets of COFIMETA S.A.   
("the Company") and its subsidiaries as at September 30, 1998 and December 31,  
1997 and the related statements of income, and cash flows for each of the two   
years in the period ended December 31, 1997 and for the nine month period ended 
September 1998 which have been prepared in accordance with accounting principles
generally accepted in France. These financial statements are the responsibility 
of the Company's management. Our responsibility is to express our opinion on    
these financial statements based on our audits.                                 

We conducted our audit in accordance with the professional standards generally  
accepted in France, which are substantially similar to generally accepted       
auditing standards in the United States. Those standards required that we plan  
and perform our audit to obtain reasonable assurance that the financial         
statements are free from material misstatement. An audit includes examining, on 
a test basis, evidence supporting the amounts and disclosures in the financial  
statements. An audit also includes assessing the accounting principles used and 
significant estimates made in the preparation of the financial statements, as   
well as evaluating their overall presentation. We believe that our audit        
provides a reasonable basis for our opinion.                                    

As described in Note 1 to the consolidated financial statements, the financial  
statements related to the years ended December 31, 1997 and 1996 have been      
extracted from the consolidated financial statements of GROUPE VALFOND and      
GROUPE ARBEL, respectively which were the shareholders of the Company as at the 
respective dates.                                                               

The accounting principles followed by GROUPE VALFOND differ in certain material 
respects to those previously applied by GROUPE ARBEL and the impact of the      
changes has been recorded as a credit to Group reserves in the Shareholders'    
equity and described in Note 6 to the consolidated financial statements prepared
for the year ended December 31, 1997.                                           

In our opinion, the accompanying consolidated financial statements present      
fairly, in all material respects, the financial position of COFIMETA S.A. and   
its subsidiaries as at September 30, 1998 and December 31, 1997 and the results 
of their operations and their cash flows for each of the two years in the period
December 31, 1997 and for the nine month period ended September 30, 1998, in    
conformity with accounting principles generally accepted in France.             

Accounting principles generally accepted in France vary in certain material     
respects from accounting principles generally accepted in the United States. The
application of the latter would have affected the determination of the          
consolidated net income for the nine months period ended September 30, 1998 and 
the year ended December 31, 1997 and the determination of the consolidated      
Shareholders' equity and consolidated financial position as at September 30,    
1998 and December 31, 1997 to the extent summarized in Note 17 to the           
consolidated financial statements.                                              

Paris, March 31, 1999                                                           

COOPERS & LYBRAND AUDIT                                                         

Guy-Alain Sitbon                                                                
Partner                                                                         

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COFIMETA SA                                                                     

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998                      
CONSOLIDATED ASSETS                                                             
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


                                         SEPTEMBER 30, 1998                                        
IN THOUSAND FRENCH FRANCS                              NOTES      GROSS       AMORT. &        NET  
                                                                           DEPRECIATION            
                                                                                                   
FIXED ASSETS                                                                                       
- Intangible assets                                      2       8,239.4      7,837.2         402.2
- Tangible assets                                        2     608,636.3    454,238.5     154,397.8
- Financial assets                                       2       6,768.1        867.8       5,900.3
                                                        --   -----------  -----------   -----------
TOTAL                                                          623,643.8    462,943.5     160,700.3
                                                        --   -----------  -----------   -----------
CURRENT ASSETS                                                                                     
- Inventories                                            3     125,448.3     16,556.8     108,891.5
- Payments on account on orders                         --       3,587.0                    3,587.0
- Trade accounts receivable and related                  4     165,542.4      4,585.4     160,957.0
   accounts                                                                                        
- Other debtors                                          5     280,859.7      3,181.9     277,677.8
- Cash and banks                                        --      48,586.5      1,039.1      47,547.4
- Deferred charges                                      --       2,607.2                    2,607.2
                                                        --   -----------  -----------   -----------
TOTAL                                                          626,631.1     25,363.2     601,267.9
                                                        --   -----------  -----------   -----------
- Realizable exchange losses                            --           0.8                        0.8
                                                        --   -----------  -----------   -----------

TOTAL                                                        1,250,275.7    488,306.7     761,969.0
                                                        --   -----------  -----------   -----------

                                                        [Enlarge/Download Table]


                                 DECEMBER 31, 1997                                        

IN THOUSAND FRENCH FRANCS                               GROSS        AMORT. &       NET   
                                                                  DEPRECIATION            

                                                                                          
FIXED ASSETS                                                                              
- Intangible assets                                      8,095.2       7,591.4       503.8
- Tangible assets                                      591,857.4     421,365.0   170,492.4
- Financial assets                                       6,638.0         871.0     5,767.0
                                                    ------------    ----------  ----------

TOTAL                                                  606,590.6     429,827.4   176,763.2
                                                    ------------    ----------  ----------
CURRENT ASSETS                                                                            
- Inventories                                          124,147.0      16,691.4   107,455.6
- Payments on account on orders                          2,335.4                   2,335.4
- Trade accounts receivable                                                               
   and related accounts                                216,182.0       5,124.0   211,058.0
- Other debtors                                        203,629.0       2,893.0   200,736.0
- Cash and banks                                        84,684.9       1,539.0    83,145.9
- Deferred charges                                       1,616.9                   1,616.9
                                                    ------------    ----------  ----------
TOTAL                                                  632,595.2      26,247.4   606,347.8
                                                    ------------    ----------  ----------
- Realizable exchange losses                                14.0                      14.0
                                                    ------------    ----------  ----------
TOTAL                                                1,239,199.8     456,074.8   783,125.0
                                                    ------------    ----------  ----------

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COFIMETA SA                                                                     

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998                      
CONSOLIDATED LIABILITIES                                                        
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


IN THOUSAND FRENCH FRANCS                        NOTES  SEPTEMBER 30, 1998  DECEMBER 31, 1997
                                                                                             
EQUITY                                                                                       
- Share capital                                    6           25,113.3           25,113.3   
- Premiums on share issues                         6           66,800.9           66,800.9   
- Reserves                                         6               80.0               80.0   
- Consolidated Group reserves                      6            2,954.3           74,182.8   
- Losses carried forward                           6         (116,911.1)         (48,856.2)  
- Group net income                                 6           10,447.4         (139,283.4)  
                                                 ---        -----------        -----------   
TOTAL                                                         (11,515.2)         (21,962.6)  
                                                 ---        -----------        -----------   
Minority interests                                 6               (3.3)              (3.9)  
                                                 ---        -----------        -----------   
PROVISIONS                                                                                   
- Provisions for liabilities                       7           76,686.6           83,117.1   
- Provisions for charges                           7            2,835.1            4,643.7   
- Provisions for deferred taxes                   --                                         
                                                            -----------        -----------   
TOTAL                                                          79,521.7           87,760.8   
                                                 ---        -----------        -----------   
LIABILITIES                                                                                  
- Financial liabilities                            8            2,989.6            3,910.4   
- Trade accounts payable and related accounts -               155,924.4          110,607.6   
- Tax and social liabilities                      --           74,323.7           68,745.7   
- Other liabilities                                9          460,294.7          534,067.0   
- Deferred income                                 --              433.4                      
                                                 ---        -----------        -----------   
TOTAL                                                         693,965.8          717,330.7   
                                                 ---        -----------        -----------   
- Realizable exchange losses                      --                                         
                                                 ---        -----------        -----------   
TOTAL LIABILITIES                                             761,969.0          783,125.0   
                                                 ---        -----------        -----------   

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COFIMETA SA                                                                     

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998                      
CONSOLIDATED INCOME STATEMENTS                                                  
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


                                                         NINE MONTHS ENDED                                       
IN THOUSAND FRENCH FRANCS                        NOTES   SEPTEMBER 30, 1998  DECEMBER 31, 1997  DECEMBER 31, 1996

                                                                                                                 
- Net sales                                       10         945,069.9          1,219,552.0       1,044,918.0    

- Change in work in progress and finished goods                                                                  
    inventories                                   --          (4,665.1)           (61,639.0)         41,882.0    

- Own work capitalized                            --             110.0                389.0           3,038.0    

- Other income                                    11          16,319.2             40,569.0           8,762.0    
                                                        --------------       --------------    --------------    
TOTAL OPERATING INCOME                                       956,834.0          1,198,871.0       1,098,600.0    
                                                        --------------       --------------    --------------    

- Consumption of raw materials and supplies       --         481,163.7            563,885.0         532,228.0    

- External services                               --         170,513.1            231,350.0         207,003.0    

- Taxes, levies and similar payments              --          22,974.5             29,140.0          28,492.0    

- Personnel costs                                 --         222,905.5            335,950.0         336,442.0    

- Depreciation and provisions                     --          44,139.0             65,828.0          79,422.0    

- Other charges                                   --           1,189.2              4,938.0          10,995.0    

TOTAL OPERATING CHARGES                                      942,885.0          1,231,091.0       1,194,582.0    
                                                        --------------       --------------    --------------    
OPERATING INCOME/(LOSS)                                       13,949.0            (32,220.0)        (95,982.0)   
                                                        --------------       --------------    --------------    

- Financial income                                12           5,332.5              7,057.0           2,876.0    

- Financial charges                               12           9,561.7             18,965.0          17,093.0    

FINANCIAL INCOME/(LOSS)                                       (4,229.2)           (11,908.0)        (14,217.0)   
                                                        --------------       --------------    --------------    
EARNINGS FROM OPERATIONS BEFORE INCOME TAX                     9,719.8            (44,128.0)       (110,199.0)   
                                                        --------------       --------------    --------------    

- Extraordinary income                            13          44,652.1              4,102.0          15,233.0    

- Extraordinary charges                           13          43,400.3             99,205.0          32,576.0    

EXTRAORDINARY INCOME/(LOSS)                                    1,251.8            (95,103.0)        (17,343.0)   
                                                        --------------       --------------    --------------    

- Employee profit share                                                                                    --    

- Income tax                                      --             523.6                 75.0             509.0    
                                                 ---                                                             

NET INCOME/(LOSS)                                 14          10,448.0           (139,306.0)       (128,051.0)   

GROUP NET INCOME/(LOSS)                                       10,447.4           (139,283.4)       (128,036.0)   
                                                        --------------       --------------    --------------    
Minority interest net income/(loss)                                0.6                (22.6)            (15.0)   
                                                        --------------       --------------    --------------    

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COFIMETA SA                                                                     

CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998                      
CONSOLIDATED CASH FLOW STATEMENTS                                               
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]


CASH FLOWS FROM OPERATING ACTIVITIES                         SEPTEMBER 30, 1998  DECEMBER 31, 1997  DECEMBER 31, 1996

                                                                                                                     
NET INCOME                                                         10,448.0         (139,306.0)        (128,051.0)   

Elimination of charges and income with no effect on cash or                                                          
  non operating:                                                                                                     
      - Depreciation and amortization expense                      35,704.7           50,592.0           51,302.0    
      - Current assets depreciation                                 7,509.8           10,110.0                 --    
      - Provision for risks                                        27,801.8           87,543.0                 --    
      - Reversals and transfers of charges                        (41,692.1)         (28,876.5)                --    
      - Sales/write off of fixed assets                              (383.7)            (348.3)          (1,812.0)   
Working capital :                                                                                                    
      (Increase)/decrease in inventory                             (1,301.7)          59,154.0          (27,554.0)   
      (Increase)/decrease in trade accounts receivable             50,639.6           15,496.0           46,481.0    
      (Increase)/decrease in other debtors                        (78,482.6)        (110,932.4)                --    
      (Increase)/decrease in deferred charges                        (991.2)             159.1              910.0    
      Increase/(decrease) in trade accounts payable                45,315.6         (205,911.4)          49,380.0    
      Increase/(decrease) in other creditors                      (68,195.8)         385,589.5            5,044.0    
      Increase/(decrease) in deferred income                          433.4             (244.0)             244.0    

TOTAL CASH FLOWS FROM OPERATING ACTIVITIES                        (13,194.3)         123,025.0           (4,056.0)   
                                                                -----------        -----------        -----------    

CASH FLOWS FROM INVESTING ACTIVITIES                                                                                 

Purchases of fixed assets                                         (22,215.7)         (11,020.6)         (62,865.0)   
Purchases of intangible assets                                       (144.2)            (264.9)                      
Sales of fixed assets                                                 568.0            1,822.9            2,357.0    

TOTAL CASH FLOWS FROM INVESTING ACTIVITIES                        (21,791.9)          (9,462.6)         (60,508.0)   
                                                                -----------        -----------        -----------    

CASH FLOWS FROM FINANCING ACTIVITIES                                                                                 

Payments of dividends                                                                                                
Increase in financial assets                                         (192.0)           4,816.0            5,641.0    
Increase in medium-term debt                                          480.0            1,214.8            1,026.0    
Reimbursement of medium-term debt                                                                       (47,857.0)   
Increase of capital                                                                   34,999.8                       

TOTAL CASH FLOWS FROM FINANCING ACTIVITIES                            288.0           41,030.6          (41,190.0)   
                                                                -----------        -----------        -----------    

TOTAL CASH FLOWS                                                  (34,698.2)         154,593.0         (105,754.0)   
                                                                -----------        -----------        -----------    

Cash balance - beginning                                           81,990.0          (72,603.0)          33,151.0    
Cash balance - ending                                              47,291.8           81,990.0          (72,603.0)   
FLUCTUATIONS                                                      (34,698.2)         154,593.0         (105,754.0)   
                                                                -----------        -----------        -----------    

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 1   The consolidated financial statements have been prepared using the full
       consolidation method and include all the subsidiaries of Cofimeta SA.

SUBSIDIARIES                                                  

The following subsidiaries have been included:                

                                                                [Download Table]


                         % SHAREHOLDING
                         --------------

                                       
Aubry SA                       99.9    
Ecrim SA                       99.9    
Somenor SA                     99.9    
Socori Technologies SA         99.9    

CLOSING DATE OF THE ACCOUNTS                                  

    All the subsidiaries have their normal year-end as of December 31.

      However, as part of the current changes taking place at the level of
       COFIMETA shareholding, the attached consolidated financial statements
   have been prepared at an interim date which covers the nine month
       period ended September 30, 1998 using the same methods and principles
of their normal year-end.                                     

  It is intended that the financial statements will continue to be
prepared for their usual December 31 year-end.                

CONTINUATION PLAN                                             

       The COFIMETA Group was declared under a legal continuation plan as at
       January 29, 1997. The legal observation period ended on June 26, 1997
      with the judgement allowing the companies to continue their business
under certain obligations.                                    

      The accounts payable shown under "Continuation Plan Liabilities" for
  each company are those accounts payable which have been formally
         admitted to be part of the company's liabilities. The first installment
      payment took place on June 26, 1998 for an amount of 18.5 million FF
     including the specific requirements which have been accepted by the
Court.                                                        

       The reimbursement of the "Continuation Plan Liabilities" will be made
in accordance with the following timetable:                   

                                                        [Enlarge/Download Table]


    YEAR        1998     1999    2000     2001   2002       2003    2004       2005    2006      2007  
-------------------------------------------------------------------------------------------------------
                                                                                                       
Option 1        1.2%     1.2%   3.32%    6.40%   12.56%    12.56%   12.56%    16.73%   16.73%    16.73%
Option 2        1.2%     1.2%   3.32%    6.40%   12.56%    12.56%   12.56%    16.73%   16.73%    16.73%
Refusals       0.50%    0.50%   1.20%    3.20%   12.56%    12.56%   12.56%    18.97%   18.97%    18.97%

ACCOUNTING PRINCIPLES AND EVALUATION METHODS                  

        The consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in France.      

Under French law, COFIMETA is exempted from the preparation of
     consolidated financial statements provided that the accounts of the
    company and its subsidiaries ("the COFIMETA Group") are themselves
  included in the consolidated financial statements of the company
   holding the shares of COFIMETA or in those of the ultimate owner.

         As at December 31, 1996 and for the year then ended, the COFIMETA Group
         accounts were included in those of Groupe ARBEL, a company incorporated
      in France and of which Coopers & Lybrand Audit were the co-statutory
auditors together with Cabinet Constantin.                    

     On December 30, 1997, Groupe VALFOND acquired 80.1% of the COFIMETA
shares.                                                       

As at December 31, 1997, the Groupe VALFOND included in its   
      consolidated accounts the consolidated Balance Sheet of the COFIMETA
   Group. The consolidated accounts of Groupe VALFOND are audited by
Calan, Ramolino et Associes and ATC-SOFIRAC.                  

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
------------------------------------------------------------------------------- 

NOTE 1  (CONTINUED)                                                             

 Groupe VALFOND accounting principles differ in certain material
        respects from those of Groupe ARBEL and the consolidated balance sheet
        as at December 31, 1997 as well as the related statement of income for
       the year ended at that date have been prepared in accordance with the
       accounting principles of Groupe VALFOND. The impact of the change has
      been recorded as a credit to the Group reserves in the Shareholder's
equity and described in Note 6 to the consolidated financial  
statements.                                                   

INTANGIBLE ASSETS                                             

         Purchased goodwill is stated at historical cost and is not depreciated.

Software costs are depreciated over 1 to 5 years under the    
straight-line depreciation method.                            

TANGIBLE ASSETS                                               

 Tangible assets are stated at historical cost and are generally
depreciated using the straight-line depreciation method. The  
        accelerated method of depreciation has been utilized for certain fixed
  assets when it better reflects the industrial usage of the fixed
assets.                                                       

The average rates of depreciation are :                       

- Buildings                                 20 years          
- Light Buildings                           10 years          
- Fixtures and fittings                     10 years          
- Technical installations              8 to 10 years          
- Industrial equipment and toolings         10 years          
- Other tangible assets                3 to 10 years          

INVENTORIES                                                   

       Inventories are carried at the lower of average cost or market value.

  Cost of goods purchased for resale and raw materials include the
purchase price and incidental expenses.                       

   Cost of finished goods include production cost represented by raw
         materials, direct and indirect charges (including depreciation costs of
the related fixed assets).                                    

Financial costs are excluded from inventories.                

       Market value is represented either by the current market value or the
selling price after deduction of direct selling costs.        

RECEIVABLES                                                   

       Receivables are stated at nominal value. A provision is recorded when
book value is higher than net realizable value.               

     Factored receivables are presented as a reduction of trade accounts
receivable.                                                   

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
------------------------------------------------------------------------------- 

NOTE 1  (CONTINUED)                                                             

PROVISIONS                                                    

    An amount of 12 million FF was provided as of December 31, 1997 to
         cover "warranties given to customers". This amount was directly debited
to retained earnings.                                         

 Potential risks on litigations with customers and suppliers are
provided for in the accounts.                                 

        Provisions related to litigations with employees are recorded when the
risk is known or when individual measures are anticipated.    

    Accounts receivable related to 1995, 1996 and 1997, for which full
  documentation has not yet been completed have been provided for.

       Provisions for restructuring include indemnities due to employees and
        related costs, costs of cancellation of leases and write-down of fixed
  assets related to those activities which are being restructured.

RETIREMENT INDEMNITIES                                        

        Retirement indemnities are not booked but disclosed and the evaluation
is based on an actuarial computation.                         

        These indemnities are calculated in accordance with the projected unit
        credit method, employee by employee, by applying probability mortality
         rates as well as seniority at the date of retirement to the accumulated
       rights as of September 30, 1998, with an actualisation rate (interest
rate less salary progression) of 3%.                          

LEASES                                                        

       Fixed assets purchased under financial lease agreements have not been
capitalized.                                                  

TAXATION                                                      

      The "Tax consolidation Group" as of September 30, 1998 only includes
COFIMETA, ECRIM and SOCORI Technologies.                      

        Because of the magnitude of net loss carry forwards, no income tax has
  been booked except for the compulsory lump-sum taxes paid by the
companies.                                                    

Addresses of the legal entities part of Group COFIMETA are the
following :                                                   

COFIMETA SA                                                   

68, rue de Villiers                                           
92300 Levallois-Perret                                        
tel. 01 40 89 69 00                                           
SIREN  334.924.677                                            

AUBRY SA                                                      

Avenue Jean Jaures                                            
18400 St Florent sur Cher                                     
tel. 02 48 23 70 50                                           
SIREN  572.175.701                                            

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 1  (CONTINUED)                                                             

ECRIM SA                                                      

Chemin de Chambrais                                           
La Vespiere                                                   
14290 Orbec                                                   
tel. 02 31 48 47 46                                           
SIREN  300.759.412                                            

SOMENOR SA                                                    

194, boulevard Faidherbe                                      
59500 Douai                                                   
tel. 03 27 93 39 39                                           
SIREN  337.853.337                                            

SOCORI TECHNOLOGIES SA                                        

515, avenue Roland Garros                                     
78530 Buc                                                     
Tel. 01 39 24 13 30                                           
SIREN  340.086.339                                            

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 2   FIXED ASSETS                                                           

                                                        [Enlarge/Download Table]


                                                SEPTEMBER 30, 1998                                         
                                   GROSS BOOK                        GROSS BOOK                 NET BOOK   
      INTANGIBLE ASSETS            VALUE AS OF                       VALUE AS OF               VALUE AS OF 
  IN THOUSAND FRENCH FRANCS        JAN 1, 1998     ACQUISITIONS     SEPT 30, 1998   AMORTIZ.  SEPT 30, 1998
  -------------------------        -----------     ------------     -------------  ---------  -------------

                                                                                                           
- Concessions, patents, licences    5,241.7            124.4          5,366.1       4,986.7      379.4     
- Goodwill                            743.8                             743.8         743.8                
- Others                            2,109.7             19.8          2,129.5       2,106.7       22.8     
                                  ---------          -------        ---------      --------    -------     
TOTAL                               8,095.2            144.2          8,239.4       7,837.2      402.2     
                                  ---------          -------        ---------      --------    -------     

                                                        [Enlarge/Download Table]

                                     GROSS BOOK                              GROSS BOOK                   NET BOOK   
        TANGIBLE ASSETS              VALUE AS OF                             VALUE AS OF                 VALUE AS OF 
   IN THOUSAND FRENCH FRANCS         JAN 1, 1998  ACQUISITIONS   DISPOSALS  SEPT 30, 1998    AMORTIZ.   SEPT 30, 1998
   -------------------------         -----------  ------------   ---------  -------------   ---------   -------------
                                                                                                                     
- Land                                 12,281.7        326.0                    12,607.7      3,449.3      9,158.4   
- Buildings                            99,911.5        512.2        240.0      100,183.7     74,173.2     26,010.5   
- Plant and machinery, tools and                                                                                     
    equipment                         450,454.6     18,374.2        155.5      468,673.3    356,861.3    111,812.0   
- Other tangible assets                24,635.3        708.8        690.8       24,653.3     19,754.7      4,898.6   
- Assets in course of construction      4,280.9      2,294.5      4,280.9        2,294.5                   2,294.5   
- Payments on account                     293.4                      69.6          223.8                     223.8   
                                    -----------   ----------    ---------   ------------   ----------  -----------   
TOTAL                                 591,857.4     22,215.7      5,436.8      608,636.3    454,238.5    154,397.8   
                                    -----------   ----------    ---------   ------------   ----------  -----------   

                                                        [Enlarge/Download Table]


                              GROSS BOOK                                GROSS BOOK                    NET BOOK   
      FINANCIAL ASSETS        VALUE AS OF                               VALUE AS OF                  VALUE AS OF 
  IN THOUSAND FRENCH FRANCS   JAN 1, 1998  ACQUISITIONS     DISPOSALS  SEPT 30, 1998  DEPRECIATION  SEPT 30, 1998
  -------------------------  ------------  ------------     ---------  -------------  ------------  -------------
                                                                                                                 
- Other investments held as                                                                                      
    fixed assets                 631.4                                       631.4          602.8          28.6  
- Loans                        5,021.7                        13.7         5,008.0                      5,008.0  
- Other financial assets         984.9         192.0          48.2         1,128.7          265.0         863.7  
                             ---------     ---------     ---------      ----------      ---------    ----------  
TOTAL                          6,638.0         192.0          61.9         6,768.1          867.8       5,900.3  
                             ---------     ---------     ---------      ----------      ---------    ----------  

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
------------------------------------------------------------------------------- 

NOTE 2   FIXED ASSETS (CONTINUED)                                               

                                                        [Enlarge/Download Table]


                                                      DECEMBER 31, 1997                                           
                                   GROSS BOOK                                 GROSS BOOK                NET BOOK  
      INTANGIBLE ASSETS            VALUE AS OF                                VALUE AS OF              VALUE AS OF
  IN THOUSAND FRENCH FRANCS        JAN 1, 1997  ACQUISITIONS      DISPOSALS  DEC 31, 1997   AMORTIZ.  DEC 31, 1997
  -------------------------        -----------  ------------      ---------  ------------   --------  ------------
                                                                                                                  
- Concessions, patents, licences    4,997.3         251.9            7.5       5,241.7       4,802.1     439.6    
- Goodwill                            743.8                                      743.8         743.8              
- Others                            2,096.7          13.0                      2,109.7       2,045.5      64.2    
                                  ---------      --------        -------     ---------     ---------  --------    
TOTAL                               7,837.8         264.9            7.5       8,095.2       7,591.4     503.8    
                                  ---------      --------        -------     ---------     ---------  --------    

                                                        [Enlarge/Download Table]


                                     GROSS BOOK                              GROSS BOOK                   NET BOOK   
       TANGIBLE ASSETS               VALUE AS OF                             VALUE AS OF                 VALUE AS OF 
  IN THOUSAND FRENCH FRANCS          JAN 1, 1997  ACQUISITIONS    DISPOSALS  DEC 31, 1997     AMORTIZ.   DEC 31, 1997
  -------------------------          -----------  ------------    ---------  ------------     --------   ------------

                                                                                                                     
- Land                                12,501.7                       220.0     12,281.7        3,316.8      8,964.9  
- Buildings                           99,537.4       1,161.1         787.0     99,911.5       70,094.5     29,817.0  
- Plant and machinery, tools and                                                                                     
    equipment                        430,967.9      23,898.6       4,411.9    450,454.6      328,340.6    122,114.0  
- Other tangible assets               24,020.1       2,019.2       1,404.0     24,635.3       19,613.1      5,022.2  
- Assets in course of construction    25,136.1       4,425.4      25,280.6      4,280.9                     4,280.9  
- Payments on account                                  293.4        (0.0)         293.4                       293.4  
                                    ----------    ----------    ----------   ----------    -----------  -----------  
TOTAL                                592,163.2      31,797.7      32,103.5    591,857.4      421,365.0    170,492.4  
                                    ----------    ----------    ----------   ----------    -----------  -----------  

                                                        [Enlarge/Download Table]


                               GROSS BOOK                                 GROSS BOOK                     NET BOOK  
      FINANCIAL ASSETS         VALUE AS OF                                VALUE AS OF                   VALUE AS OF
  IN THOUSAND FRENCH FRANCS    JAN 1, 1997  ACQUISITIONS     DISPOSALS   DEC 31, 1997      AMORTIZ.    DEC 31, 1997
  -------------------------    -----------  ------------     ---------   ------------      --------    ------------
                                                                                                                   
- Other investments held as                                                                                        
    fixed assets                  630.3           1.7            0.6         631.4          606.0           25.4   
- Loans                         4,859.0         201.3           38.6       5,021.7                       5,021.7   
- Other financial assets          985.0         365.0          365.1         984.9          265.0          719.9   
                             ----------     ---------     ----------    ----------     ----------    -----------   
TOTAL                           6,474.3         568.0          404.3       6,638.0          871.0        5,767.0   
                             ----------     ---------     ----------    ----------     ----------    -----------   

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 3 INVENTORIES                                                              

                                                        [Enlarge/Download Table]


                                          SEPTEMBER 30, 1998                                    
                                        OPENING          GROSS CHANGE                   CLOSING 
           INVENTORIES                  NET BOOK               IN        INVENTORY     NET BOOK 
    IN THOUSAND FRENCH FRANCS            VALUE             INVENTORY      RESERVE        VALUE  
    -------------------------          ---------         ------------    ---------     ---------
                                                                                                
- Raw materials                         46,758.7          5,966.9           424.4       52,301.2
- Work in progress                      29,334.6         (4,650.5)           99.2       24,584.9
- Semi-processed and finished goods     31,362.3            (14.7)         (657.8)      32,005.4
                                     -----------       ----------      ----------   ------------
TOTAL                                  107,455.6          1,301.7          (134.2)     108,891.5
                                     -----------       ----------      ----------   ------------

                                                        [Enlarge/Download Table]


                                            DECEMBER 31, 1997                                   
                                        OPENING          GROSS CHANGE                  CLOSING  
           INVENTORIES                  NET BOOK               IN        INVENTORY    NET BOOK  
    IN THOUSAND FRENCH FRANCS            VALUE             INVENTORY      RESERVE       VALUE   
    -------------------------          ---------         ------------    ---------    --------- 
                                                                                                
- Raw materials                         44,847.0            2,485.7         574.0       46,758.7

- Work in progress                      67,674.0          (51,863.4)    (13,524.0)      29,334.6

- Semi-processed and finished goods     36,268.0           (9,776.7)     (4,871.0)      31,362.3
                                     -----------         ----------    ----------   ------------
TOTAL                                  148,789.0          (59,154.4)    (17,821.0)     107,455.6
                                     -----------         ----------    ----------   ------------

NOTE 4   TRADE ACCOUNTS RECEIVABLE                                              

                                                        [Enlarge/Download Table]


                                  SEPTEMBER 30, 1998                                    

                                   OPENING                                    CLOSING   
      TRADE ACCOUNTS RECEIVABLE    NET BOOK        CHANGE IN    BAD DEBT      NET BOOK  
      IN THOUSAND FRENCH FRANCS     VALUE         GROSS VALUE   RESERVE        VALUE    
      -------------------------  ------------     -----------   ---------   ------------
                                                                                        
- Trade accounts receivable         211,058.0       (50,639.6)     (538.6)     160,957.0
                                 ------------     -----------   ---------   ------------

TOTAL                               211,058.0       (50,639.6)     (538.6)     160,957.0
                                 ------------     -----------   ---------   ------------


                                                        [Enlarge/Download Table]


                                   DECEMBER 31, 1997                                     
                                     OPENING                                   CLOSING   
      TRADE ACCOUNTS RECEIVABLE    NET BOOK        CHANGE IN    BAD DEBT       NET BOOK  
      IN THOUSAND FRENCH FRANCS     VALUE         GROSS VALUE   RESERVE         VALUE    
      -------------------------  ------------     -----------   ---------    ------------
                                                                                         

- Trade accounts receivable         227,812.0       (15,497.0)      1,257.0     211,058.0
                                 ------------     -----------   -----------  ------------

TOTAL                               227,812.0       (15,497.0)      1,257.0     211,058.0
                                 ------------     -----------   -----------  ------------


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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 5   OTHER DEBTORS                                                          

                                                                [Download Table]


             DESIGNATION                       AMOUNT             AMOUNT      
      IN THOUSAND FRENCH FRANCS          SEPTEMBER 30, 1998  DECEMBER 31, 1997
      -------------------------          ------------------  -----------------

                                                                              
- Social accounts receivable                     763.6            2,470.4     

- Tax accounts receivable                     43,642.8           51,804.2     

- Fixed asset accounts receivable                800.0              800.0     

- Amounts due on sale of receivables (1)     166,867.0           64,304.2     

- Supplier prepayments                        20,308.8           13,036.9     

- Other debtors                               45,295.6           68,320.3     
                                          ------------       ------------     

TOTAL                                        277,677.8          200,736.0     
                                          ------------       ------------     

(1) Represents retention amounts for factored receivables and amounts   
factored but not financed under the "Daily" law.                                

NOTE 6   NET EQUITY CHANGES                                                     

                                                        [Enlarge/Download Table]


                                     AS OF SEPTEMBER 30, 1998                                      

                                                     PRIOR YEAR-END   NET INCOME FOR               
           DESIGNATION               OPENING            INCOME       9 MONTHS ENDED       CLOSING  
     IN THOUSAND FRENCH FRANCS       BALANCE          ALLOCATION      SEPT 30, 1998       BALANCE  
     -------------------------       --------         ----------      -------------       -------  

                                                                                                   
Share capital                        25,113.3                                             25,113.3 

Premiums on share issues             66,800.9                                             66,800.9 

Legal reserves                           72.2                                                 72.2 

Regimented reserves                       7.8                                                  7.8 

Group reserves                       74,182.8       (71,228.5)                             2,954.3 

Losses carried forward             (48,856.2)       (68,054.9)                          (116,911.1)

Group net income                  (139,283.4)       139,283.4           10,447.4          10,447.4 
                                ------------       ----------        -----------      ------------ 

TOTAL SHAREHOLDER'S EQUITY         (21,962.6)            (0.0)          10,447.4         (11,515.2)
                                ------------       ----------        -----------      ------------ 

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 6  NET EQUITY CHANGES  (CONTINUED)                                         

AS OF SEPTEMBER 30, 1998 (CONTINUED)

                                                        [Enlarge/Download Table]


                                           PRIOR YEAR-END  NET INCOME FOR             
          DESIGNATION            OPENING       INCOME      9 MONTHS ENDED   CLOSING   
   IN THOUSAND FRENCH FRANCS     BALANCE     ALLOCATION     SEPT 30, 1998   BALANCE   
   -------------------------     -------   --------------  ---------------  -------   

                                                                                      
Minority interest reserves          18.7           (22.6)                        (3.9)

Minority interest income/(loss)    (22.6)           22.6             0.6          0.6 
                                --------         -------          ------      ------- 

TOTAL MINORITY INTEREST             (3.9)            0.0             0.6         (3.3)
                                --------         -------          ------      ------- 

                                                        [Enlarge/Download Table]


                                                  AS OF DECEMBER 31, 1997                                             

                                                          PRIOR YEAR-END                 NET INCOME FOR               
        DESIGNATION              OPENING       CAPITAL        INCOME          OTHERS     12 MONTHS ENDED    CLOSING   
 IN THOUSAND FRENCH FRANCS       BALANCE       CHANGES      ALLOCATION      CHANGES(1)    DEC 31, 1997      BALANCE   
 -------------------------       -------       -------    ---------------   -----------  ---------------    -------   

                                                                                                                      
Share capital                     5,909.0      19,204.3                                                      25,113.3 

Premiums on share issues         63,005.4      15,795.5                      (12,000.0)                      66,800.9 

Legal reserves                       72.2                                                                        72.2 

Regimented reserves                   7.8                                                                         7.8 

Group reserves                  152,213.2                    (89,906.6)       11,876.2                       74,182.8 

Losses carried forward          (10,727.3)                   (38,128.9)                                     (48,856.2)

Group net income               (128,035.5)                   128,035.5                      (139,283.4)    (139,283.4)
                            -------------   -----------    -----------     -----------   -------------    ----------- 

TOTAL SHAREHOLDER'S EQUITY       82,444.8      34,999.8            0.0          (123.8)     (139,283.4)     (21,962.6)
                            -------------   -----------    -----------      ----------   -------------    ----------- 

                                                        [Enlarge/Download Table]


                                                              PRIOR YEAR-END                NET INCOME FOR               
        DESIGNATION                   OPENING       CAPITAL       INCOME         OTHERS     12 MONTHS ENDED    CLOSING   
 IN THOUSAND FRENCH FRANCS            BALANCE       CHANGES     ALLOCATION       CHANGES      DEC 31, 1997      BALANCE  
 -------------------------            -------       -------   ---------------  -----------  ---------------    -------   

                                                                                                                         

Minority interest reserves               157.0                       (15.0)        (123.3)                          18.7 

Minority interest income/(loss)          (15.0)                       15.0                          (22.6)         (22.6)
                                 -------------   -----------   -----------     ----------   -------------    ----------- 

TOTAL MINORITY INTEREST                  142.0           0.0           0.0         (123.3)          (22.6)          (3.9)
                                 -------------   -----------   -----------     ----------   -------------    ----------- 

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
------------------------------------------------------------------------------- 

NOTE 6   NET EQUITY CHANGES  (CONTINUED)                                        

(1)      As at December 1997, the accounting principles applied by Groupe       
      Valfond differred from those previously applied by Groupe Arbel. The
   impact of the changes which has been recorded as an adjustment to
shareholder's equity is summarized as follows:                

                                                        [Enlarge/Download Table]


                                                                        THOUSANDS OF FF
                                                                        ---------------

                                                                                       
Change from accelerated method of depreciation to straight-line method                 
on certain fixed assets                                                      6,394     
Groupe VALFOND policy is to maintain as an asset the long-terms loans                  
to employees previously expensed                                             4,654     
Groupe VALFOND policy is not to capitalize leases which was the                        
policy previously adopted                                                     (133)    
Groupe VALFOND did not record the impact of a                                          
negative goodwill which arose at Groupe ARBEL level                          1,073     
Other                                                                         (112)    
                                                                          --------     
TOTAL                                                                       11,876     

NOTE 7   PROVISIONS FOR LIABILITIES AND CHARGES                                 

                      AS OF SEPTEMBER 30, 1998

                                                        [Enlarge/Download Table]


          DESIGNATION           OPENING                                   CLOSING     
   IN THOUSAND FRENCH FRANCS    BALANCE      ADDITIONS     REVERSALS      BALANCE     
   -------------------------  ------------  ------------  ------------  ------------  

                                                                                      
POVISIONS FOR LIABILITIES                                                             

Risks and disputes                15,653.0      15,122.2       9,519.9      21,255.3  
Customer warranty                 12,000.0                                  12,000.0  
Restructuring provisions          55,019.0       4,909.0      16,868.7      43,059.3  
Major maintenance expenses                         252.1                       252.1  
Other                                445.1          24.0         349.2         119.9  
                              ------------  ------------  ------------  ------------  

SUB-TOTAL                         83,117.1      20,307.3      26,737.8      76,686.6  
                              ------------  ------------  ------------  ------------  

PROVISIONS FOR CHARGES                                                                

Risks and disputes                   680.0                       110.0         570.0  
Restructuring provisions           1,282.1         350.0         642.1         990.0  
Other                              2,681.6                     1,406.5       1,275.1  
                              ------------  ------------  ------------  ------------  

SUB-TOTAL                          4,643.7         350.0       2,158.6       2,835.1  
                              ------------  ------------  ------------  ------------  

TOTAL                             87,760.8      20,657.3      28,896.4      79,521.7  
                              ------------  ------------  ------------  ------------  

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 7   PROVISIONS FOR LIABILITIES AND CHARGES  (CONTINUED)                    

             AS OF DECEMBER 31, 1997

                                                                [Download Table]


          DESIGNATION           OPENING                                   CLOSING   
   IN THOUSAND FRENCH FRANCS    BALANCE      ADDITIONS      REVERSALS     BALANCE   
   -------------------------  ------------  ------------  ------------  ------------

                                                                                    
PROVISIONS FOR LIABILITIES                                                          

Risks and disputes                 5,192.0      12,323.1       1,862.1      15,653.0
Customer warranty                               12,000.0                    12,000.0
Restructuring provisions           1,750.0      53,719.0         450.0      55,019.0
Major maintenance expenses                                                          
Other                                 30.2         414.9                       445.1
                              ------------  ------------  ------------  ------------

SUB-TOTAL                          6,972.2      78,457.0       2,312.1      83,117.1
                              ------------  ------------  ------------  ------------

PROVISIONS FOR CHARGES                                                              

Risks and disputes                   550.0         130.0                       680.0
Restructuring provisions                         1,282.1                     1,282.1
Other                                309.4       2,421.9          49.7       2,681.6
                              ------------  ------------  ------------  ------------

SUB-TOTAL                            859.4       3,834.0          49.7       4,643.7
                              ------------  ------------  ------------  ------------

TOTAL                              7,831.6      82,291.0       2,361.8      87,760.8
                              ------------  ------------  ------------  ------------

NOTE 8   FINANCIAL LIABILITIES                                                  

AS OF SEPTEMBER 30, 1998

                                                                [Download Table]


            TERM                   BANK     BANK                               
  IN THOUSAND FRENCH FRANCS     OVERDRAFTS  LOANS  GROUP     OTHER       TOTAL 
  -------------------------     ----------  -----  -----     -----       ----- 

                                                                               
- Less than one year             1,294.8                     1,214.8    2,509.6

- Between one and five years                                   120.0      120.0

- Over five years                                              360.0      360.0
                              ----------                  ----------  ---------

TOTAL                            1,294.8                     1,694.8    2,989.6
                              ----------                  ----------  ---------


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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 8      FINANCIAL LIABILITIES  (CONTINUED)                                  

                                                        [Enlarge/Download Table]


           LESSORS            Legal      Initial    Remaining    Remaining      Future  
  IN THOUSAND FRENCH FRANCS  Entity      Amount      Capital     Duration      Interest 
  -------------------------  ------      -------    ---------    ---------     -------- 

                                                                                        
Cicobail                      Aubry     12,626.1    8,207.0    19.5 semesters    1,827.9

Sovac                         Aubry        109.7       40.9    6 quarters            2.9

Bail Materiel                 Socori     1,580.0      669.9    21 months            48.3
                                      ----------  ---------                     --------

TOTAL                                   14,315.8    8,917.8                      1,879.1
                                      ----------  ---------                     --------

 AS OF DECEMBER 31, 1997

                                                                [Download Table]


            TERM                  BANK     BANK                             
  IN THOUSAND FRENCH FRANCS    OVERDRAFTS  LOANS  GROUP     OTHER     TOTAL 
  -------------------------    ----------  -----  -----     -----     ----- 
                                                                            
- Less than one year            2,695.6                    1,214.8   3,910.4

- Between one and five years                                                

- Over five years                                                           
                              ---------                  ---------  --------

TOTAL                           2,695.6                    1,214.8   3,910.4
                              ---------                  ---------  --------

                                                        [Enlarge/Download Table]


           LESSORS              Legal     Initial    Remaining     Remaining     Future  
  IN THOUSAND FRENCH FRANCS    Entity     Amount      Capital      Duration     Interest 
  -------------------------    ------     -------    ---------     ---------    -------- 

                                                                                         
Cicobail                     Aubry       12,626.1    9,048.6    21.5 semesters    2,211.4

Sovac                        Aubry          109.7       61.4    9 quarters            4.4

Bail Materiel                Socori       1,580.0      900.2    30 months            92.0

                                       ----------  ---------                     --------

TOTAL                                    14,315.8   10,010.2                      2,307.8
                                       ----------  ---------                     --------


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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
------------------------------------------------------------------------------- 

NOTE 9   OTHER LIABILITIES                                                      

                                                                [Download Table]


     DESIGNATION                    MONTANT        MONTANT   
IN THOUSAND FRENCH FRANCS        AU 30/09/1998  AU831/12/1997
-------------------------------------------------------------

                                                             
- Customer prepayments            12,018.1        59,156.3   

- Continuation plan liabilities  386,768.6                   

- Other liabilities               61,508.0       474,910.7   
                               -----------     -----------   

TOTAL                            460,294.7       534,067.0   
                               -----------     -----------   

See Note 1 for a definition of these liabilities and their    
reimbursement terms.                                          

  The "Continuation Plan Liabilities" do not take into account the
         subsequent modifications of these liabilities after September 30, 1998.
    As of December 31, 1998, "Continuation Plan Liabilities" amount to
371,278.2 thousand French Francs.                             

NOTE 10  SALES                                                                  

                                                                [Download Table]


                            AS OF SEPTEMBER 30, 1998                                
  ----------------------------------------------------------------------------------
                                                                       CONSOLIDATED 
       SALES BY ENTITY             TOTAL SALES       GROUP SALES          SALES     
  IN THOUSAND FRENCH FRANCS             1                 2                1-2      
  -------------------------      ---------------   ---------------   ---------------
                                                                                    
- COFIMETA                              39,995.1          39,580.1             415.0

- AUBRY                                214,147.2           4,317.0         209,830.2

- ECRIM                                242,279.4          29,760.6         212,518.8

- SOMENOR                              534,049.8          21,136.3         512,913.5

- SOCORI                                10,997.7           1,605.3           9,392.4
                                 ---------------   ---------------   ---------------
TOTAL                                1,041,469.2          96,399.3         945,069.9
                                 ---------------   ---------------   ---------------

                                                        [Enlarge/Download Table]


  CONSOLIDATED SALES BY NATURE                                                                        

                                      AS OF SEPTEMBER 30, 1998                                        
  ----------------------------------------------------------------------------------------------------
                                     SALES OF                                                         
       SALES BY NATURE              GOODS FOR        PRODUCTION                                       
  IN THOUSAND FRENCH FRANCS           RESALE             SOLD            SERVICES          TOTAL      
  -------------------------      ---------------   ---------------   ---------------   ---------------

                                                                                                      
- COFIMETA                                 415.0                                                415.0 

- AUBRY                                                  209,333.9             496.3         209,830.2

- ECRIM                                  7,908.6         204,590.0              20.2         212,518.8

- SOMENOR                                                511,907.8           1,005.7         512,913.7

- SOCORI                                                                     9,392.4           9,392.4
                                 ---------------   ---------------   ---------------   ---------------

TOTAL                                    8,323.6         925,831.7          10,914.6         945,069.9
                                 ---------------   ---------------   ---------------   ---------------

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 10 SALES (CONTINUED)                                                       

                                                        [Enlarge/Download Table]


CONSOLIDATED SALES BY ZONE                                                                 

                            AS OF SEPTEMBER 30, 1998                                       
--------------------------------------------------------------------------  ---------------
SALES BY GEOGRAPHICAL ZONE                                                                 
IN THOUSANDS FRENCH FRANCS    FRANCE              EU             OTHERS            TOTAL   
---------------------------                                                                

                                                                                           
- COFIMETA                       415.0                                                415.0

- AUBRY                      188,773.5          21,056.7                          209,830.2

- ECRIM                      164,295.7          39,509.4           8,713.7        212,518.8

- SOMENOR                    490,319.9          13,909.8           8,683.8        512,913.5

- SOCORI                       9,392.4                                              9,392.4
                            ----------          --------          --------        ---------

TOTAL                       853, 916.5          74,475.9          17,397.5        945,069.9
                            ----------          --------          --------        ---------


                                                                [Download Table]


                              AS OF DECEMBER 31, 1997                             
----------------------------------------------------------------------------------
                                                                      CONSOLIDATED
       SALES BY ENTITY           TOTAL SALES        GROUP SALES          SALES    
IN THOUSANDS FRENCH FRANCS           1                  2                 1-2     
--------------------------       -----------          ---------        -----------
                                                                                  
- COFIMETA                          21,922.5           20,191.1            1,731.4

- AUBRY                            310,958.0            5,567.9          305,390.1

- ECRIM                            313,997.6           18,287.1          295,710.5

- SOMENOR                          677,572.4           81,023.7          596,548.7

- SOCORI                            22,117.2            1,945.9           20,171.3
                                 -----------          ---------        -----------
TOTAL                            1,346,567.7          127,015.7        1,219,552.0

                                                        [Enlarge/Download Table]


 CONSOLIDATED SALES BY NATURE                                                           

                                           AS OF DECEMBER 31, 1997                      

                                SALES OF                                                
       SALES BY NATURE          GOODS FOR      PRODUCTION                               
 IN THOUSANDS FRENCH FRANCS      RESALE           SOLD             SERVICES     TOTAL   
 ---------------------------   ---------      ----------           --------  ---------- 

                                                                                        
- COFIMETA                         514.6                            1,216.8      1,731.4

- AUBRY                                         305,225.5             164.6    305,390.1

- ECRIM                         43,045.9        251,974.9             689.7    295,710.5

- SOMENOR                                       596,390.3             158.4    596,548.7

- SOCORI                                                           20,171.3     20,171.3
                               ---------      -----------          --------  -----------
TOTAL                           43,560.5      1,153,590.7          22,400.8  1,219,552.0
                               ---------      -----------          --------  -----------

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
------------------------------------------------------------------------------- 

NOTE 10 SALES  (CONTINUED)                                                      

CONSOLIDATED SALES BY ZONES                                           

                                                        [Enlarge/Download Table]


                                                  AS OF DECEMBER 31, 1997                             
     -------------------------------------------------------------------------------------------------
     SALES BY GEOGRAPHICAL ZONE                                                                       
     IN THOUSANDS FRENCH FRANCS       FRANCE             EU             OTHERS             TOTAL      
     --------------------------  ---------------   ---------------   ---------------   ---------------
                                                                                                      
- COFIMETA                               1,731.4                                               1,731.4

- AUBRY                                271,536.8          32,412.4           1,440.9         305,390.1

- ECRIM                                239,522.1          46,661.2           9,527.2         295,710.5

- SOMENOR                              580,963.9           8,369.4           7,215.4         596,548.7

- SOCORI                                20,171.3                                              20,171.3
                                 ---------------   ---------------   ---------------   ---------------
TOTAL                                1,113,925.5          87,443.0          18,183.5       1,219,552.0
                                 ---------------   ---------------   ---------------   ---------------

                                                                [Download Table]


                               AS OF DECEMBER 31, 1996                              
  ----------------------------------------------------------------------------------
                                                                       CONSOLIDATED 
     SALES BY ENTITY               TOTAL SALES       GROUP SALES          SALES     
IN THOUSANDS FRENCH FRANCS             1                  2                 1-2     
                                 ---------------   ---------------   ---------------

                                                                                    
- COFIMETA                              36,393.7          29,867.7           6,526.0

- AUBRY                                207,885.5           4,321.5         203,564.0

- ECRIM                                265,428.5           8,098.5         257,330.0

- SOMENOR                              613,844.8          58,194.8         555,650.0

- SOCORI                                31,563.7           9,715.7          21,848.0
                                 ---------------   ---------------   ---------------
TOTAL                                1,155,116.2         110,198.2       1,044,918.0
                                 ---------------   ---------------   ---------------

                                                        [Enlarge/Download Table]


  CONSOLIDATED SALES BY NATURE                                                                        

                                   AS OF DECEMBER 31, 1996                                            
 -----------------------------------------------------------------------------------------------------
                                     SALES OF                                                         
     SALES BY NATURE                GOODS FOR        PRODUCTION                                       
 IN THOUSANDS FRENCH FRANCS           RESALE            SOLD             SERVICES          TOTAL      
 --------------------------      ---------------   ---------------   ---------------   ---------------

                                                                                                      
- COFIMETA                               2,785.9                             3,740.1           6,526.0

- AUBRY                                                  201,873.8           1,690.2         203,564.0

- ECRIM                                 42,838.7         213,754.2             737.1         257,330.0

- SOMENOR                                                554,149.2           1,500.8         555,650.0

- SOCORI                                   343.0                            21,505.0          21,848.0
                                 ---------------   ---------------   ---------------   ---------------
TOTAL                                   45,967.6         969,777.2          29,173.2       1,044,918.0
                                 ---------------   ---------------   ---------------   ---------------

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 10  SALES (CONTINUED)                                                      

                                                                [Download Table]


 CONSOLIDATED SALES BY ZONE                                                         

                             AS OF DECEMBER 31, 1996                                
 -----------------------------------------------------------------------------------

       SALES BY ZONE                                                                
 IN THOUSANDS FRENCH FRANCS          FRANCE            OTHERS              TOTAL    
 --------------------------      ---------------   ---------------   ---------------

                                                                                    
- COFIMETA                               5,711.8             814.2           6,526.0

- AUBRY                                170,062.5          33,501.5         203,564.0

- ECRIM                                207,565.8          49,764.2         257,330.0

- SOMENOR                              532,446.1          23,203.9         555,650.0

- SOCORI                                21,814.6              33.4          21,848.0
                                 ---------------   ---------------   ---------------
TOTAL                                  937,600.8         107,317.2       1,044,918.0
                                 ---------------   ---------------   ---------------

                                                        [Enlarge/Download Table]


NOTE 11  OTHER INCOME                                                                                                 

DESIGNATION                                                   AMOUNT                  AMOUNT              AMOUNT      
IN THOUSAND FRENCH FRANCS                                SEPTEMBER 30, 1998      DECEMBER 31, 1997   DECEMBER 31, 1996
----------------------------------------------------------------------------------------------------------------------

                                                                                                                      
- Operating subsidies                                               163.5                 279.0              1,139.0  

- Reversals of reserves and transfer of charges(1)               11,971.8              38,473.0              7,568.0  

- Other income                                                    4,183.9               1,817.0                 55.0  

                                                          ---------------       ---------------      ---------------  
TOTAL OTHER INCOME                                               16,319.2              40,569.0              8,762.0  
                                                          ---------------       ---------------      ---------------  

(1) Mainly comprises reversals of inventory reserves and bad debt       
allowances.                                                     

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
------------------------------------------------------------------------------- 

NOTE 12  BREAKDOWN OF FINANCIAL INCOME/(LOSS)                                   

                                                        [Enlarge/Download Table]


     DESIGNATION                                          AMOUNT                  AMOUNT                 AMOUNT        
IN THOUSAND FRENCH FRANCS                            SEPTEMBER 30, 1998      DECEMBER 31, 1997      DECEMBER 31, 1996  
-------------------------                           --------------------   --------------------   -------------------- 

                                                                                                                       
- Short term investments                                           250.8                  450.0                    3.0 

- Other interest income and related income                       5,058.1                5,842.0                1,527.0 

- Reversal of depreciation and transfer of charges                   6.0                  657.0                        

- Currency exchange gains                                           17.6                  108.0                1,346.0 

TOTAL FINANCIAL INCOME                                           5,332.5                7,057.0                2,876.0 
                                                         ---------------        ---------------         -------------- 

- Increase in depreciation and transfer of charges                 295.0                  987.0                        

- Interest expense and related charges                           9,515.5               18,172.0               16,071.0 

- Currency exchange losses                                          46.2                  498.0                   35.0 

TOTAL FINANCIAL CHARGES                                          9,561.7               18,965.0               17,093.0 
                                                         ---------------        ---------------         -------------- 
FINANCIAL INCOME/(LOSS)                                         (4,229.2)             (11,908.0)             (14,217.0)
                                                         ---------------        ---------------         -------------- 


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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 13  BREAKDOWN OF EXTRAORDINARY INCOME/(LOSS)                               

                                                        [Enlarge/Download Table]


     DESIGNATION                                             AMOUNT                AMOUNT              AMOUNT         
IN THOUSAND FRENCH FRANCS                               SEPTEMBER 30, 1998    DECEMBER 31, 1997    DECEMBER 31, 1996  
-------------------------                               -------------------  -------------------  --------------------

                                                                                                                      

Extraordinary income from operating transactions                  14,250.1              1,700.0               7,745.0 
Extraordinary income from capital transactions                       693.2              1,902.0               2,460.0 
Reversal of extraordinary provisions and depreciation             29,708.8                500.0               5,028.0 
                                                          ----------------     ----------------      ---------------- 

TOTAL EXTRAORDINARY INCOME                                        44,652.1              4,102.0              15,233.0 
                                                          ----------------     ----------------      ---------------- 

Extraordinary charges from operating transactions                 17,216.2             27,602.0              20,122.0 
Extraordinary charges from capital transactions                      960.5              1,481.0               5,132.0 
Additions to extraordinary provisions and depreciation            25,223.6             70,122.0               7,322.0 
                                                          ----------------     ----------------      ---------------- 

TOTAL EXTRAORDINARY CHARGES                                       43,400.3             99,205.0              32,576.0 
                                                          ----------------     ----------------      ---------------- 

EXTRAORDINARY INCOME / (LOSS)                                      1,251.8            (95,103.0)            (17,343.0)
                                                          ----------------     ----------------      ---------------- 

Extraordinary income mainly includes :                        

- utilization of provisions for restructuring                 

   - utilization of provisions for customer and supplier litigations

        - supplier accounts which have not been claimed under the Continuation
Plan and are no longer considered as valid claims.        

- insurance indemnities.                                      

Extraordinary charges mainly include :                        

- restructuring costs (mainly employee costs)                 

- legal fees in connection with the Continuation Plan         

- provisions for depreciation of old accounts receivable      

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 14  NET INCOME                                                             

         The contribution of each legal entity to the consolidated net income is
as follows :                                                                    

                                                        [Enlarge/Download Table]


    LEGAL ENTITIES            NET INCOME/(LOSS)    NET INCOME/(LOSS)       NET INCOME/(LOSS)  
IN THOUSAND FRENCH FRANCS    SEPTEMBER 30, 1998    DECEMBER 31, 1997       DECEMBER 31, 1996  
-------------------------  --------------------   --------------------   -------------------- 

                                                                                              
- COFIMETA                              6,547.4              (40,315.5)              (1,386.0)

- AUBRY                                 1,645.8               (5,709.2)             (40,395.0)

- ECRIM                                    98.4                3,207.6               (3,103.0)

- SOMENOR                               4,148.1              (68,628.7)             (74,976.0)

- SOCORI                               (1,991.7)             (27,860.2)              (8,191.0)
                               -----------------       ----------------       ----------------
CONSOLIDATED NET INCOME                10,448.0             (139,306.0)            (128,051.0)
                               -----------------       ----------------       ----------------

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
--------------------------------------------------------------------------------

NOTE 15  HEADCOUNT                                                              

                                                        [Enlarge/Download Table]


                                              AS OF SEPTEMBER 30, 1998                        
                                                                 DEFINED                      
                                                                  TERM        TOTAL           
       CATEGORIES        MANAGERS  EMPLOYEES     WORKERS        CONTRACTS  REGISTERED  INTERIM
       ----------        --------  ---------     -------        ---------  ----------  -------

                                                                                              
- COFIMETA                   26         5                            2            33          

- AUBRY                      12        63           253                          328       64 

- ECRIM                      10        59           237             18           324       56 

- SOMENOR                    25       109           574                          708       43 

- SOCORI                     11        31                            1            43        1 
                           ----      ----      --------          -----        ------    ------

TOTAL HEADCOUNT              84       267         1,064             21         1,436      164 
                           ----      ----      --------          -----        ------    ------

AS OF DECEMBER 31, 1997     106       264         1,035              8         1,413       45 
                           ----      ----      --------          -----        ------    ------

No compensation is given to members of the management board.  

NOTE 16 EXISTING AMOUNTS RECEIVABLE AND PAYABLE BETWEEN COFIMETA AND GROUPS     
ARBEL AND VALFOND                                                               

         As of September 30, 1998 the amounts receivable from Group ARBEL are as
follows:                                                      

      - ARBEL INDUSTRIE                                43,210 thousand FF,
      - Other ARBEL affiliates                          4,775 thousand FF.

As of February 3rd, 1999, the amounts are as follows :        

      - ARBEL INDUSTRIE                                43,832 thousand FF,
      - Other ARBEL affiliates                          2,115 thousand FF.

Accounts payable to Group VALFOND amount to :                 

      - As of September 30, 1998                       53,498 thousand FF,
      - As of February 3rd, 1999                       52,966 thousand FF.

      Those accounts receivable and payable will be paid or compensated at
  the date of closing which will take place on February 5th, 1999.

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
------------------------------------------------------------------------------- 

NOTE 17 DIFFERENCES BETWEEN GENERALLY ACCEPTED PRINCIPLES IN FRANCE AND IN THE  
UNITED STATES                                                                   

        Differences between generally accepted accounting principles in France
and in the United States.                                     

The consolidated financial statements of COFIMETA S.A. and its
      subsidiaries have been prepared in accordance with French accounting
     principles which differ in certain material respects from generally
    accepted accounting principles in the United States. The principal
   differences as they relate to the consolidated net income and the
     consolidated equity of COFIMETA and its subsidiaries are summarized
below :                                                       

Reconciliation of net income to US GAAP                       

                                                                [Download Table]


                                          NINE MONTHS PERIOD                   
                                          ENDED SEPTEMBER 30,     YEAR ENDED   
        IN THOUSANDS OF FRF                     1998          DECEMBER 31, 1997
                                          ------------------  -----------------

                                                                               
Net income (loss) as reported                       10,447           (139,283) 

1.  Provisions for restructuring                                               
    recorded in the year-ended 31                                              
    December 1997                                   (2,700)            37,052  

2.  Provisions for restructuring                                               
    recorded in the nine-month period                                          
    ended 30 September 1998                          3,878                     

3.  Mark-to-market adjustment on                                               
    Investment Funds shares                            247                     
                                           ---------------    ---------------  
Net income (loss) as adjusted for                                              
US GAAP                                             11,872           (102,231) 
                                           ---------------    ---------------  

1           In 1997, provisions for restructuring reserves have been recorded   
       under French GAAP, however since they do not meet the EITF 94-3
criteria, they are not allowed under US GAAP.           

           During the nine-month period ended September 30, 1998, an amount of
        KFF 2, 700 has been taken back into income under French GAAP and
    therefore should be deducted from the net income for US GAAP
purposes.                                               

2           Additional provisions for restructuring have been recorded as at    
           September 30, 1998 for an amount of KFF 3,878 which do not meet the
       EITF 94-3 criteria and therefore are not allowed under US GAAP.

3           A potential gain of KFF 247 on Investments Funds shares could not be
   recorded under French GAAP but should be recorded in income
following the mark-to-market rule under US GAAP.        

Reconciliation of Shareholder's equity to US GAAP       

                                                                [Download Table]


       IN THOUSANDS OF FRF             SEPTEMBER 30, 1998     DECEMBER 31, 1997   
       -------------------            --------------------   -------------------- 

                                                                                  
Shareholder's equity as reported                   (21,963)               117,321 

1. Retirement indemnities                          (15,772)               (15,772)

2. Adjustments to equity                           (11,876)               (11,876)
                                      --------------------   -------------------- 
Shareholder's equity as adjusted for                                              
US GAAP                                            (49,611)                89,673 
                                      --------------------   -------------------- 

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COFIMETA SA                                                                     

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1998             
------------------------------------------------------------------------------- 

1           Retirement liabilities are disclosed in the footnotes but not       
          recorded as permitted by French GAAP ; under US GAAP, they must be
recorded.                                               

2           As described in Note 1, Groupe VALFOND acquired Groupe COFIMETA in  
          December 30, 1997. As permitted by French GAAP, Groupe VALFOND did
    not allocate the purchase price to the fair values of assets
  acquired and liabilities assumed. VALFOND carried over the
            historical net book values of assets and liabilities of COFIMETA and
            recorded a cumulative adjustment for KF 11,876. The difference of KF
            52,520 between the purchase price of COFIMETA and the net book value
        of net assets acquired was recorded as Goodwill in the financial
  statements of VALFOND. It was not pushed down to COFIMETA.

         Under US GAAP, the purchase price should be allocated to the fair
       values of the assets acquired and liabilities assumed, and such
         cumulative effects adjustments would not be permitted. The excess
         purchase price would therefore generally result in the step up of
      certain assets, with the residual amount recorded as goodwill.

         Also, in general the purchase price of a company should be pushed
         down (reflected) in its separate financial statements if at least
     95% of its shares have been acquired by another company. Such
           pushdown accounting is not permitted if less than 80% of its shares
           have been purchased. If between 80% and 95% of its shares have been
purchased, pushdown accounting is optional.             

          Had this excess purchase price been pushed down to COFIMETA and so
          allocated to certain assets and goodwill with an average estimated
          remaining useful life of 20 years, under US GAAP there would be an
     additional annual charge for depreciation and amortization of
        approximately KF 2,600 (9 months : 1,950). If this entire excess
          purchase price were considered to be Goodwill with a 40 years life
           the additional annual amortization charge would be approximately KF
1,300 (9 months : 975).                                 

NOTE 18  CONTINGENT LIABILITIES (EXCEPT FOR CAPITAL LEASES)                     

                                                                [Download Table]


     DESIGNATION                           AMOUNT                 AMOUNT      
IN THOUSAND FRENCH FRANCS            SEPTEMBER 30, 1998     DECEMBER 31, 1997 
-------------------------           --------------------  --------------------

                                                                              
- Retirement indemnities                        15,771.6              15,771.6

- Discounted notes not yet matured              18,915.8                    --
                                        ----------------      ----------------
TOTAL                                           34,687.4              15,771.6
                                        ----------------      ----------------

NOTE 19  POST BALANCE SHEETS EVENTS                                             

     As at 5th February 1999, OXFORD AUTOMOTIVE has acquired 100% of the
     shares of COFIMETA S.A. As part of closing of this transaction, the
      accounts receivable and payable between COFIMETA, Groupe VALFOND and
       Groupe ARBEL have been settled. The shareholders should also agree to
change the year-end of the Company to 31st March.             

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WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY      
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS    
PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS  
DOES NOT OFFER TO SELL OR BUY ANY SECURITIES IN ANY JURISDICTION WHERE IT IS    
UNLAWFUL. THIS PROSPECTUS IS CURRENT AS OF MAY 7, 1999.                         

 ---------------

 TABLE OF CONTENTS

                                                                      PAGE
                                                                      ----

[S]                                                                      [C]    
Available Information........................................................i  
Summary......................................................................1  
Risk Factors................................................................14  
Use of Proceeds.............................................................21  
Capitalization..............................................................22  
Pro Forma Combined Financial Data...........................................23  
Selected Consolidated Historical                                                
 Financial Data...........................................................34
Management's Discussion and Analysis of                                         
Financial Condition and Results of                                        
 Operations...............................................................37
The Exchange Offer..........................................................42  
Business....................................................................48  
Management..................................................................60  
Principal Shareholders......................................................64  
Certain Transactions........................................................66  
Description of Certain Indebtedness and                                         
 Preferred Stock..........................................................66
Description of the Notes....................................................69  
Certain Federal Income Tax Considerations...................................99  
Plan of Distribution.......................................................101  
Legal Matters..............................................................102  
Experts....................................................................102  
Index to Consolidated Financial Statements.................................F-1  

$200,000,000

 OXFORD AUTOMOTIVE, INC.

OXFORD
AUTOMOTIVE
LOGO

 10 1/8% SENIOR SUBORDINATED
NOTES DUE 2007, SERIES D

PROSPECTUS

 OFFER TO EXCHANGE
 10 1/8% SENIOR SUBORDINATED
NOTES DUE 2007

 DATED MAY 7, 1999