CHASE BRASS INDUSTRIES INC
10-Q, 1997-05-13
ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS
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<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

[X]             Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
                                       or

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

                          COMMISSION FILE NO. 1-13394

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

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

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

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

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

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


                              YES    [X]      NO     [ ]


<TABLE>
<S>                                                                                               <C>
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF APRIL 30, 1997 . . . . . . . . . . . . . . . . 5,997,796
NUMBER OF SHARES OF NONVOTING COMMON STOCK OUTSTANDING AS OF APRIL 30, 1997 . . . . . . . . . . . 4,100,079* 
</TABLE>

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

                               TABLE OF CONTENTS


                         PART I.  FINANCIAL INFORMATION

<TABLE>
<CAPTION>
Item 1.         Financial Statements                                                                     Page
<S>             <C>                                                                                        <C>
                Consolidated Balance Sheet as of March 31, 1997
                          and December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

                Consolidated Statement of Income for the three months ended
                          March 31, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4

                Consolidated Statement of Cash Flows for the three months ended
                          March 31, 1997 and 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

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

Item 2.         Management's Discussion and Analysis of Financial Condition
                  and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12


                                               PART II.  OTHER INFORMATION


Item 6.         Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . . . .    18

                Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
</TABLE>
<PAGE>   3
                          CHASE BRASS INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEET
              (UNAUDITED; IN THOUSANDS, EXCEPT SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                               March 31,        December 31,
                                                                                 1997               1996       
                                                                             -----------        ------------
<S>                                                                          <C>                <C>
                                                          ASSETS
Current assets:
  Cash and cash equivalents                                                  $     3,552        $     9,763
  Receivables, net of allowance for doubtful accounts and
    claims of $1,281 and $1,236 in 1997 and 1996, respectively                    47,960             34,514
  Inventories                                                                     51,937             52,050
  Prepaid expenses                                                                 1,052              1,131
  Deferred income taxes                                                            4,672              2,897
                                                                             -----------        -----------
    Total current assets                                                         109,173            100,355
Property, plant and equipment, net                                                96,659             97,628
Other assets                                                                       6,152              6,768
                                                                             -----------        -----------
      Total assets                                                           $   211,984        $   204,751
                                                                             ===========        ===========
                                                                                                           

                                           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                           $    38,784        $    36,134
  Accrued compensation and benefits                                                4,917              5,598
  Accrued income taxes                                                             5,924              3,685
  Other accrued liabilities                                                        6,517              6,158
  Current portion of long-term debt                                                  136                131
                                                                             -----------        -----------
   Total current liabilities                                                      56,278             51,706
Long-term debt                                                                    64,398             70,631
Deferred income taxes                                                             10,078              8,081
                                                                             -----------        -----------
    Total liabilities                                                            130,754            130,418
                                                                             -----------        -----------
Commitments and contingencies                                                         --                 --
                                                                             -----------        -----------
Stockholders' equity:
  Common stock, $.01 par value, 25,000,000 shares authorized;
    5,997,396 and 5,965,621 shares issued and outstanding
    in 1997 and 1996, respectively                                                    60                 60
  Nonvoting common stock, $.01 par value, 5,000,000 shares
    authorized; 4,100,079 shares issued and outstanding
    in 1997 and 1996                                                                  41                 41
  Additional paid-in capital                                                      30,382             30,039
  Retained earnings                                                               50,747             44,193
                                                                             -----------        -----------
    Total stockholders' equity                                                    81,230             74,333
                                                                             -----------        -----------
      Total liabilities and stockholders' equity                             $   211,984        $   204,751
                                                                             ===========        ===========
</TABLE>



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





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


<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                            March 31,
                                                                                      1997             1996
                                                                               ---------------     ------------
<S>                                                                            <C>                 <C>
Net sales                                                                      $       126,074     $     89,917

Cost of goods sold (exclusive of depreciation
  and amortization shown separately below)                                             107,922           77,283
                                                                               ---------------     ------------

   Gross profit                                                                         18,152           12,634

Selling, general and administrative expenses                                             3,861            2,407

Depreciation and amortization                                                            2,438            1,215
                                                                               ---------------     ------------
   Operating income                                                                     11,853            9,012

Interest expense, net                                                                    1,282              350
                                                                               ---------------     ------------

   Income before income taxes                                                           10,571            8,662

Provision for income taxes                                                               4,017            3,422
                                                                               ---------------     ------------

   Net income                                                                  $         6,554     $      5,240
                                                                               ===============     ============
Average shares outstanding                                                          10,076,758       10,061,047
                                                                               ===============     ============
                                                                                                    
Earnings per share                                                             $           .65     $        .52
                                                                               ===============     ============
</TABLE>





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





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


<TABLE>
<CAPTION>
                                                                               Three Months Ended March 31,
                                                                                  1997              1996      
                                                                             -------------     -------------
<S>                                                                          <C>             <C>
Operating activities:
  Net income                                                                 $       6,554      $      5,240
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                                  2,438             1,215
      Accretion of discount on BP Note                                                 --                469
      Deferred income tax expense (benefit)                                            222                (8)
      Changes in assets and liabilities:
         (Increase) in receivables                                                 (13,446)          (12,106)
         Decrease in inventories                                                       113             4,482
         Increase in accounts payable                                                2,650             4,372
         Increase in accrued liabilities                                             1,917             1,281
         Other, net                                                                    536                20 
                                                                             -------------     -------------
             Net cash provided by operating activities                                 984             4,965
                                                                             -------------     -------------
Investing activities:
  Additions to property, plant and equipment                                        (1,310)             (486)
                                                                             -------------     -------------
             Net cash (used in) investing activities                                (1,310)             (486)
                                                                             -------------     -------------
Financing activities:
  Revolving credit facility borrowings, net                                          8,843                --
  Principal payments on long-term debt                                             (15,071)               --
  Issuance of common stock - options exercised                                         343                 9
                                                                             -------------     -------------
             Net cash (used in) provided by financing activities                    (5,885)                9
                                                                             -------------     -------------

Net (decrease) increase in cash and cash equivalents                                (6,211)            4,488

Cash and cash equivalents, beginning of period                                       9,763            16,973
                                                                             -------------     -------------

Cash and cash equivalents, end of period                                     $       3,552     $      21,461
                                                                             =============     =============
Supplemental disclosures:
  Interest and bank fees paid                                                $         935     $          28
                                                                             =============     =============
  Income taxes paid                                                          $       1,555     $       1,780
                                                                             =============     =============
</TABLE>





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





                                       5
<PAGE>   6
                          CHASE BRASS INDUSTRIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


1.       SIGNIFICANT ACCOUNTING POLICIES:

         PRINCIPLES OF CONSOLIDATION AND INTERIM FINANCIAL INFORMATION

         The consolidated balance sheet as of March 31, 1997, and December 31,
1996, the consolidated statement of income for the three months ended March 31,
1997 and 1996, and the consolidated statement of cash flows for the three
months ended March 31, 1997 and 1996, include the accounts of Chase Brass
Industries, Inc. (the "Company"), a Delaware corporation, and its wholly-owned
subsidiaries, Chase Brass & Copper Company, Inc. ("CBCC"), a Delaware
corporation, Leavitt Tube Company, Inc. ("Leavitt"), a Delaware corporation,
and Holco Corporation ("Holco"), an Illinois corporation and wholly-owned
subsidiary of Leavitt.

         The accompanying financial statements have been prepared in accordance
with instructions to Form 10-Q and do not include all the information and
footnote disclosures required by generally accepted accounting principles.  The
financial information for March 31, 1997 and 1996, included herein is unaudited
and, in the opinion of management, reflects all adjustments necessary,
consisting only of normal recurring adjustments, for a fair presentation of
such financial information.

         The results of operations for the three months ended March 31, 1997,
are not necessarily indicative of the results of operations that may be
expected for the year ended December 31, 1997.  This quarterly report on Form
10-Q should be read in conjunction with the annual financial statements
included in the Company's Annual Report on Form 10-K dated March 18, 1997.

         On August 30, 1996, the Company acquired, through Leavitt, the assets
and operations of the steel tube division of UNR Industries, Inc., including
all the outstanding stock of Holco (the "Leavitt Acquisition").  Upon
consummation of the Leavitt Acquisition, Leavitt continued operations in the
manufacture and sale of structural and mechanical steel tubing.  The net
purchase price was approximately $91.7 million after post-closing adjustments,
of which $62 million was financed with the Bank Credit Facility (as hereinafter
defined) and the remainder with cash.  The Leavitt Acquisition was accounted
for as a purchase.

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





                                       6
<PAGE>   7
                          CHASE BRASS INDUSTRIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)



2.       INVENTORIES:

         Inventories are stated at the lower of cost-or-market, with cost
determined on the last-in, first-out (LIFO) basis.  Inventories have been
written down to lower of cost-or-market and such amounts are considered cost
for subsequent periods.  If the first-in, first-out (FIFO) method for
determining cost had been used, inventories would have been approximately $4.1
million and $2.0 million higher at March 31, 1997, and December 31, 1996,
respectively.  Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                                       March 31,        December 31,
                                                                         1997               1996      
                                                                    -------------      -------------
         <S>                                                        <C>                <C>
         Raw materials                                              $      17,301      $      14,547
         Work in process                                                   17,539             21,124
         Finished goods                                                    18,478             18,613
                                                                           53,318             54,284
         Tolling metal due customers                                       (1,381)            (2,234)
                                                                    -------------      -------------
                                                                    $      51,937      $      52,050
                                                                    =============      =============
</TABLE>

3.       EARNINGS PER SHARE

         In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No.  128, "Earnings per Share"
("SFAS 128").  This Statement establishes standards for computing and
presenting earnings per share and amends the standards for computing earnings
per share previously found in Accounting Principles Board Opinion No. 15,
"Earnings per Share" ("APB 15").

         SFAS 128 is required to be adopted by the Company for the year ended
December 31, 1997 and earlier adoption is not permitted.  Accordingly, earnings
per share as of March 31, 1997 and 1996, presented on the face of the
Consolidated Statement of Income included herein are computed in accordance
with APB 15.

         Pro forma presentation of the effects of adopting SFAS 128 are
presented below:

<TABLE>
<CAPTION>
                                                                        March 31,
                                                                        ---------
                                                             1997                          1996
                                                             ----                          ----
                                                      Shares        EPS               Shares       EPS
                                                      ------        ---               ------       ---
         <S>                                        <C>          <C>               <C>           <C> 
         Basic                                      10,076,758   $   .65           10,061,047    $    .52
         Dilution - stock options                      196,629      (.01)              70,494          --
                                                   -----------   -------           ----------    --------
         Fully diluted                              10,273,387   $   .64           10,131,541    $    .52
                                                   ===========   =======           ==========    ========
</TABLE>





                                       7
<PAGE>   8
                          CHASE BRASS INDUSTRIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


         
4.       COMMITMENTS AND CONTINGENCIES:

         CBCC.  In connection with the CBCC Acquisition, the Company and BP
entered into a remediation agreement (the "Remediation Agreement").  Under the
terms of the Remediation Agreement, BP is responsible for certain remediation
activities attributable to environmental releases which occurred prior to the
CBCC Acquisition at CBCC's manufacturing facility and the construction of a
waste water treatment plant to enable CBCC to comply with its waste water
discharge permit (the "Permit").  BP also is obligated under the CBCC Purchase
Agreement to indemnify the Company for liabilities arising out of certain
environmental conditions that existed as of the CBCC Acquisition date.  BP has
performed certain activities in this regard and has acknowledged liability for
certain releases of regulated substances into the environment which occurred
prior to the CBCC Acquisition.

         While CBCC's waste water treatment plant has been in operation since
May 1993, CBCC is still experiencing exceedances to certain limitations
contained in the Permit, resulting in violations of the Clean Water Act.  BP
and CBCC have identified several conditions contributing to the exceedances and
are actively working to correct the problems that have precluded CBCC's routine
compliance with the Permit.  The Ohio Environmental Protection Agency ("Ohio
EPA") is kept apprised as to the status of the parties' activities concerning
the elimination of exceedances and has not initiated any enforcement action
against CBCC for prior exceedances, but has indicated that it may do so if
violations of the Permit limits continue.  In February 1997, CBCC completed a
control project designed to eliminate exceedances to the Permit limits and
currently is monitoring its waste water discharge to determine if the
exceedances have been eliminated.

         CBCC and/or other entities named "Chase Brass & Copper Co." (which may
include Old Chase or divisions of Old Chase) have been named by governmental
agencies and/or private parties as a potentially responsible party ("PRP")
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (CERCLA) and/or state laws with respect to two sites, and may have been
identified as a PRP at one additional site.

         In connection with one of the two sites, located in Cleveland, Ohio,
CBCC has been named as one of over 130 defendants in a CERCLA Section 107
action which seeks recovery of response costs previously spent and proposed to
be spent by the plaintiff.  The plaintiff has alleged that between 1990 and
1993 it and the other ordered parties have incurred response costs in excess of
$10 million.  The Company believes that CBCC has had no contact with the site
and has no knowledge as to what, if any, share of response costs has been
allocated to CBCC.  BP has been notified of this suit and has assumed the
defense thereof because alleged events giving rise to the CERCLA liability
occurred prior to the CBCC Acquisition.





                                       8
<PAGE>   9
                          CHASE BRASS INDUSTRIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


         With respect to the second site, located in Tifton, Georgia, CBCC has
been notified by a group of private parties of its potential identification as
a PRP.  The notice alleges that CBCC may be liable for contribution with
respect to prior cleanup costs incurred by third parties at this site and may
be required to participate in funding future cleanup costs at this site.  The
Company believes that CBCC has had no contact with the site and has no
knowledge as to what, if any, share of response costs would be allocated to
CBCC if it is determined that CBCC or Old Chase had any contact with this site.
BP has been notified and has assumed the defense of this matter.

         The additional site, located in Mifflin County, Pennsylvania, was
placed on the United States Environmental Protection Agency's (the "EPA")
National Priorities List in 1989.  While CBCC has not received any formal
notification from the EPA or any third party, the Company believes that Old
Chase has been identified by the EPA as a PRP.  To the Company's knowledge,
however, neither CBCC nor the brass rod division of Old Chase directly disposed
of hazardous wastes at this site.  Nevertheless, BP has been notified by the
Company of CBCC's (or Old Chase's) apparent identification as a PRP and BP's
responsibility for any liability associated with this site as it relates to
periods prior to the date of the CBCC Acquisition.  Based on information
available to the Company, it appears that if CBCC or Old Chase were determined
to be liable, liability would be allocated on the basis of 0.5828% of cleanup
costs (or approximately $376,000).

         The Company believes that CBCC has no liability for the cleanup costs
related to these sites because (a) such liability is attributable to an entity
that had the same or similar name to that of CBCC, such as a division or
subsidiary of BP (other than the brass rod division of Old Chase), or (b) such
liability arose from acts that occurred prior to the CBCC Acquisition and,
therefore, BP retained such liability under the CBCC Purchase Agreement and is
contractually obligated to indemnify the Company for such liabilities.  To the
extent CBCC incurs any cleanup costs with respect to these sites, it intends to
enforce its rights under the CBCC Purchase Agreement to recover such amounts
from BP.

         Preliminary studies conducted immediately prior to the CBCC
Acquisition indicated that the site upon which CBCC's manufacturing facility is
located has been contaminated with certain volatile organic compounds,
including trichlorethylene, as well as total petroleum hydrocarbons and certain
metals from historical operating practices.  BP has conducted initial site
investigation activities to determine the extent of contamination and
appropriate cleanup methods.  CBCC has determined that additional sampling is
necessary to fully delineate the extent and magnitude of contamination and to
identify appropriate cleanup standards.  CBCC and BP are working together, with
their respective consultants, to identify additional sampling that is required.
Upon completion of a plan for such additional sampling, CBCC intends to meet
with BP and the Ohio EPA to identify available remedial methods and potential
regulatory constraints related to specific remedial methodologies.  The results
of the initial sampling, the additional sampling to be conducted, and input
from the Ohio EPA will be used to develop a comprehensive remediation plan for
the site. The investigation is being conducted on a voluntary basis with the
concurrence of the Ohio EPA.





                                       9
<PAGE>   10
                          CHASE BRASS INDUSTRIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


         Because the site investigatory activities related to CBCC's facility
are not yet complete, the Company presently is unable to estimate with any
degree of certainty the extent of contamination or the amount of site cleanup
costs associated therewith, although such costs may be material.  Therefore, to
the extent CBCC is required to fund cleanup costs related to the remediation of
contamination at its manufacturing facility as a result of BP's refusal to
implement remediation activities acceptable to CBCC, such costs could have a
material adverse effect on the Company's financial condition and results of
operations pending the recovery of such amounts from BP.  However, because BP
has acknowledged its contractual obligation to fund certain investigatory and
cleanup activities related to site contamination attributable to Old Chase's
operations, the probability that CBCC would be required to make material
expenditures related to site cleanup appears to be remote.  Accordingly, no
reserves have been established regarding the aforementioned matters.
Additionally, the Company expects no material impact on its financial position,
results of operations or liquidity as a result of the existence of any other
environmental conditions related to CBCC.

         To the extent CBCC incurs cleanup costs with respect to CBCC's site,
it intends to enforce its rights under the CBCC Purchase Agreement and/or the
Remediation Agreement to recover such amounts from BP.  In the event the
Company is entitled to recovery from BP pursuant to the Remediation Agreement,
the CBCC Purchase Agreement, or otherwise, but is unable to collect such
amounts from BP, the Company may elect to offset the amounts of such recoveries
against amounts payable under the $20 million promissory note issued to BP as
part of the CBCC Acquisition (the "BP Note") to the extent it legally is
entitled to do so.

         Leavitt.  Prior to the closing of the Leavitt Acquisition, five
underground storage tanks ("USTs") were removed from Leavitt's facility in
Hammond, Indiana.  Prior to removal, one or more of the USTs released petroleum
and other chemical constituents into the environment.  Some contamination of
groundwater and soil at the Hammond facility remains in place.  Prior to the
Leavitt Acquisition, Old Leavitt had conducted sampling and had requested the
Indiana Department of Environmental Management ("IDEM") to "close" the UST
removal project.  The IDEM has not yet issued a "closed" letter, and in
February 1997, notified Leavitt that additional groundwater sampling will be
required prior to the IDEM considering closure.  Leavitt intends to begin
additional groundwater sampling in second quarter 1997.  Until such sampling is
conducted, and the results thereof provided to Leavitt, the Company is unable
to determine the current extent of contamination or what, if any, remedial
activities may be required.

         The cleanup costs associated with the environmental conditions at the
Hammond facility may be material and, in the event Leavitt were determined to
be solely responsible or liable for site cleanup activities (due to the
inability or unwillingness of other responsible parties to perform or pay for
such activities), such expenditures could have a material adverse effect on the
Company's earnings and financial condition.  However, the probability that
Leavitt would be required to make material expenditures relating to site
cleanup at the Hammond facility appears to be remote.  Therefore, the Company
does not believe that costs that may be incurred by Leavitt in connection with
investigation and cleanup associated with the groundwater and soil
contamination at the Hammond facility will have a material adverse effect on
the Company's financial position, results of operations or liquidity





                                       10
<PAGE>   11
                          CHASE BRASS INDUSTRIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


and the Company has not made any accrual of all or any part of such costs.  To
the extent the Company or Leavitt incurs an liability with respect to site
cleanup at the Hammond facility, UNR Industries, Inc., is obligated under the
Leavitt Acquisition Agreement to indemnify Leavitt for 90% of losses related to
certain environmental conditions, including costs incurred with respect to
contaminants released at Leavitt's properties (including the Hammond facility)
prior to the Leavitt Acquisition, to the extent such losses exceed $400,000 in
the aggregate.  In addition, to the extent the contamination at the Hammond
facility is attributed to actions of prior owners, the Company may be entitled
to recover from prior owners costs incurred by the Company at the Hammond site.





                                       11
<PAGE>   12
                          CHASE BRASS INDUSTRIES, INC.



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

GENERAL

         The Company, through its wholly owned subsidiaries CBCC and Leavitt,
is a leading manufacturer of free- machining and forging brass rod and
structural and mechanical steel tubing.

CBCC

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

         The principal raw material used in CBCC's manufacturing process is
brass scrap, approximately 80% of which is obtained from customers and 20% of
which is purchased from scrap dealers at prevailing free-market prices.
Free-market prices of brass scrap fluctuate based on the supply of and demand
for brass scrap and the price for copper and zinc (the major components of
brass), and generally are less than the price at which brass scrap is purchased
from customers ("Metal Buying Price").

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

         In addition to sales made under the pricing structure described above,
some sales are made on a tolling basis.  In a tolling arrangement, the customer
consigns brass scrap to CBCC and is charged a fabrication price for processing
the brass scrap into finished rod.  Tolling transactions reduce the Company's
net sales by the Metal Selling Price that otherwise would be charged to the
customer in a sale of finished brass rod and cost of goods sold by the Metal
Buying Price that otherwise would be paid to the customer.  To a lesser extent,
tolling transactions also affect the





                                       12
<PAGE>   13
                          CHASE BRASS INDUSTRIES, INC.



Company's gross profit to the extent CBCC is unable to take advantage of the
pricing differential on brass scrap purchased and sold.  To partially offset
the effect of tolling transactions on the Company's gross profit, CBCC requires
tolling customers to deliver 1.04 pounds of brass scrap in exchange for each
pound of finished rod shipped.

LEAVITT

         Leavitt is a leading producer of structural and mechanical electric
resistance welded steel tubing in round, square and rectangular shapes in sizes
ranging from 3/8 inch to 12 3/4 inches in outer diameter for round sizes and
1/2 inch to 10 inch squares and equivalent rectangles.  Leavitt's financial
performance may be impacted by changes in the price it pays for flat-rolled
steel, the primary cost component of Leavitt's finished product, based on the
market conditions in the flat-rolled steel industry.  Based on the then-current
market conditions in the steel tubing industry, Leavitt may or may not pass the
economic impact of steel price changes on to its customers through changes in
the selling price.

RESULTS OF OPERATIONS

Three Months Ended March 31, 1997, Compared with Three Months Ended March 31,
1996

         Results for the three months ended March 31, 1997, include the results
of Leavitt, which is a predominant factor contributing to the increases
discussed below.

         Net sales increased $36.2 million, or 40%, to $126.1 million in 1997
primarily due to the addition of Leavitt as well as record brass rod shipments.
CBCC continues to experience strong demand from its customers, particularly
those in plumbing and plumbing-related industries.  The brass rod industry as a
whole had a strong first quarter due to continued high demand from the
industry's largest end-use market, construction and remodeling.

         As a result of the above factors, the Company's gross profit increased
$5.5 million, or 44%, to $18.2 million in first quarter 1997.

         Selling, general and administrative expenses increased $1.4 million to
$3.9 million in first quarter 1997 compared with 1996.  The increase was
attributed primarily to the Leavitt Acquisition.

         Depreciation and amortization increased $1.2 million, or 101%, to $2.4
million in first quarter 1997, principally due to increased depreciation on
capital assets acquired in the Leavitt Acquisition.

         As a result of the above factors, operating income increased $2.8
million, or 32%, to $11.9 million in first quarter 1997.





                                       13
<PAGE>   14
                          CHASE BRASS INDUSTRIES, INC.



         Net interest expense increased $932,000, or 266%, to $1.3 million in
first quarter 1997, primarily as a result of interest expenses associated with
Leavitt Acquisition debt and reduced interest income due to the use of cash on
hand in the Leavitt Acquisition and to paydown debt.

         Income tax expense increased $595,000, or 17%, to $4.0 million in
first quarter 1997 as a result of an increase of $1.9 million, or 22%, in
income before income taxes.

         Based on the above factors, net income increased $1.3 million, or 25%,
to $6.6 million.  Earnings per share increased to $.65 in first quarter 1997
compared with $.52 in first quarter 1996.

LIQUIDITY AND CAPITAL RESOURCES

General

         At March 31, 1997, cash and cash equivalents totaled $3.6 compared to
$9.8 million at year end 1996.  This decline is predominantly attributed to
prepayments of Leavitt Acquisition long-term debt totaling $6.2 million in
first quarter 1997.  Since the Leavitt Acquisition in August 1996, the Company
has prepaid a total of $18.4 million of the associated long-term debt.

         Free cash flow (net income plus depreciation and amortization less
capital expenditures) increased 29% to $7.7 million for the three months ended
March 31, 1997, compared with $6.0 million for the same period in 1996.  Free
cash flow will be applied to reduce bank debt and will be available to fund
future acquisitions.  The Company is currently meeting its operational and
liquidity needs with cash on hand, internally generated funds and amounts
available under the Bank Credit Facility (as hereinafter defined).

Working Capital

         At March 31, 1997, working capital was $52.9 million, a $4.3 million,
or 9%, increase from $48.6 million at December 31, 1996.

         At March 31, 1997, the increase in working capital predominantly
resulted from a $13.4 million, or 39%, increase in accounts receivable and a
$1.8 million increase in deferred taxes, partially offset by a $6.2 million, or
64%, decrease in cash and cash equivalents, a $2.7 million increase in accounts
payable and a $1.9 million increase in accrued liabilities.

         The decrease in cash and cash equivalents was the result of prepaying
$6.2 million of Leavitt Acquisition debt.  The increase in accounts receivable
was due principally to an increase of $19.5 million, or 71%, in net sales in
March 1997 compared with December 1996.





                                       14
<PAGE>   15
                          CHASE BRASS INDUSTRIES, INC.



         The Company's current ratio follows:
<TABLE>
<CAPTION>
                                                               March 31, 1997           December 31, 1996
                                                               --------------           -----------------
                 <S>                                                <C>                        <C>
                 Current ratio                                      1.94                       1.94
                 Current ratio excluding cash                       1.88                       1.75
</TABLE>

Cash Flow Provided by Operating Activities

         For the three months ended March 31, 1997, net cash provided by
operating activities was $984,000, which included net income of $6.6 million
and depreciation and amortization of $2.4 million, partially offset by an
increase in working capital, excluding cash, debt and deferred taxes, of $8.8
million.

         For the three months ended March 31, 1996, net cash provided by
operating activities was $5.0 million, which included net income of $5.2
million, depreciation and amortization of $1.2 million and accretion of
discount on the BP Note of $469,000, partially offset by an increase in working
capital, excluding cash and debt, of $2.1 million.

Cash Flow Used in Investing Activities

         Capital additions were $1.3 million for the three months ended March
31, 1997, and $486,000 for the three months ended March 31, 1996.

Cash Flow Used in Financing Activities

         Cash used in financing activities of $6.9 million for the three months
ended March 31, 1997, consisted of net repayments of long-term debt of $5.5
million partially offset by $343,000 from the issuance of common stock for
stock options exercised.  Financing activities during the three months ended
March 31, 1996, were not significant.

Capital Resources

         The Company has launched a capital project referred to as "Project
400."  The project includes potential expansion of CBCC's foundry, extrusion
system and finishing capability, with an ultimate goal of increasing finished
brass rod shipments to approximately 400 million pounds annually, a one-third
increase over current production levels.  The first phase of the project, which
is expected to be completed near the end of 1997, has a total cost of
approximately $12 million.  It is anticipated that capital projects will be
paid for with cash flow provided by operating activities or through alternative
financing arrangements.





                                       15
<PAGE>   16
                          CHASE BRASS INDUSTRIES, INC.



Bank Credit Facility

         In connection with the Leavitt Acquisition, the Company entered into a
new credit facility (the "Bank Credit Facility") of $100 million agented by PNC
Bank, National Association.  The Bank Credit Facility replaced the Company's
existing $33 million bank credit facility, which was terminated August 30,
1996.  The Bank Credit Facility includes a $60 million term loan ("Term Loan")
and a $40 million revolving credit facility ("Revolving Credit Facility").
Since the Leavitt Acquisition, the Company has prepaid a total of $15 million
on the Term Loan, including all amounts originally due in 1997, 1998 and 1999.
The remaining balance on the Term Loan is payable in quarterly installments in
amounts ranging from $1,675,000 in January 2000 to $3,025,000 due January 2003.
The total borrowing capacity under the Revolving Credit Facility is determined
monthly by a formula based on levels of inventory and accounts receivable, up
to a maximum of $40 million. The Revolving Credit Facility commitment expires
August 30, 2001, and the Company can request a one-year extension of the
expiration date at any time after December 31, 1997.

         Advances under the Bank Credit Facility will bear interest, at the
Company's option, at a rate per annum equal to (i) the higher of (a) PNC Bank's
prime rate or (b) the Federal funds rate plus  1/2%, or (ii) LIBOR for the
applicable borrowing period plus  1/2%, 5/8%, 3/4%, 7/8%, 1 1/8%, or 1 3/8%
depending on the Company's ratio of total debt to earnings before interest,
taxes, depreciation and amortization, with interest payable quarterly or as of
the end of each LIBOR borrowing period, whichever is shorter.

         The Bank Credit Facility contains certain covenants that, among other
things, limit the Company's ability to incur additional debt, make capital
expenditures or pay dividends. The covenants also require the Company to
maintain a minimum interest coverage ratio and level of net worth and restrict
the Company from exceeding a maximum ratio of debt to cash flow from
operations.  The Bank Credit Facility also requires the Company to maintain
CBCC and Leavitt as wholly-owned subsidiaries.

         As of March 31, 1997, $35 million was outstanding under the Term Loan.
Borrowings outstanding under the Revolving Credit Facility at March 31, 1997,
totaled $8.8 million with total availability under the Revolving Credit
Facility at $31.2 million.

BP Note

         In connection with the CBCC Acquisition, the Company issued a
promissory note to BP in the original principal amount of $20.0 million (the
"BP Note").  The BP Note was recorded at the CBCC Acquisition date at a
discount using a 10.4% effective interest rate.  The BP Note initially matured
in August 1996, and the Company, at its option, extended the maturity date for
three additional years to August 1999 with interest payable annually at 9.28%.
The BP Note contained a contingent interest payment based upon average Company
earnings (as defined in the BP Note) for the years ended December 31, 1990
through 1995.  The contingent interest, totalling $254,000 and due August 1996,
was offset against the receivable from BP.





                                       16
<PAGE>   17
                          CHASE BRASS INDUSTRIES, INC.



CONTINGENCIES - ENVIRONMENTAL MATTERS

         As discussed in Note 4 of Notes to Consolidated Financial Statements,
each of CBCC and Leavitt are subject to certain contingent liabilities relating
to environmental conditions at their respective facilities.  Because
investigatory activities with respect to such environmental conditions have not
been completed, the Company currently is unable to estimate with any degree of
certainty the extent of contamination or the amount of cleanup costs associated
therewith.  However, the cleanup costs associated with these environmental
conditions may be material and, in the event CBCC or Leavitt, as applicable,
were determined to be solely responsible or liable for site cleanup activities
(due to the inability or unwillingness of other responsible parties to perform
or pay for such activities), such expenditures could have a material adverse
effect on the Company's earnings and financial condition.  Notwithstanding this
potential (although uncertain) material liability, because of the contractual
obligations of third parties with respect to such environmental conditions, the
Company does not believe that it will be required to make material expenditures
with respect to these environmental conditions or that the cleanup costs or
other liabilities associated with such conditions will have a material adverse
effect on the Company's financial position, results of operations or liquidity.
On the bases stated above, the Company has not made any related accrual of all
or any part of such costs.





                                       17
<PAGE>   18
                          CHASE BRASS INDUSTRIES, INC.



                          PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)         EXHIBITS
                    
         3.1    --   Restated Certificate of Incorporation of Chase Brass
                     Industries, Inc., a Delaware corporation (incorporated
                     by reference to Exhibit 4.1 to the Company's
                     Registration Statement on Form S-8 dated December 9,
                     1994, Registration No. 33-87278).
                    
         3.2    --   By-Laws of the Company (incorporated by reference to
                     Exhibit 3.2 to the Company's Registration Statement on
                     Form S-1 as filed with the Securities and Exchange
                     Commission on November 3, 1994, Registration No.
                     33-83178).
                    
         4.1    --   Specimen Common Stock Certificate (incorporated by
                     reference to Exhibit 4.1 to the Company's Registration
                     Statement on Form S-1 as filed with the Securities and
                     Exchange Commission on November 3, 1994, Registration
                     No. 33-83178).
                    
         4.2    --   Exchange Agreement dated November 4, 1994, between the
                     Company and Citicorp Venture Capital Ltd.  ("CVC")
                     (incorporated by reference to Exhibit 4.4 to the
                     Company's Registration Statement on Form S-8 dated
                     December 9, 1994, Registration No. 33-87278).
         4.3    --   Voting Agreement dated November 4, 1994, between the
                     Company, CVC and Martin V. Alonzo ("Mr.  Alonzo")
                     (incorporated by reference to Exhibit 4.5 to the
                     Company's Registration Statement on Form S-8 dated
                     December 9, 1994, Registration No. 33-87278).
                    
         +10.1  --   Employment Agreement dated March 3, 1997, between
                     Leavitt Tube Company, Inc., a wholly owned subsidiary of
                     the Company, and Lawrence R. Lansford.
                    
         +27.1  --   Financial Data Schedule.
                    
______________      
+ -- Filed herewith.
                    
                    
         (b)         REPORTS ON FORM 8-K
                    
                     During the quarter ended March 31, 1997, the Company did
                     not file any Current Reports on Form 8-K.





                                       18
<PAGE>   19
                          CHASE BRASS INDUSTRIES, INC.






                               S I G N A T U R E

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

                                        CHASE BRASS INDUSTRIES INC.


Date:  April 30, 1997                   By:   /s/ MICHAEL T. SEGRAVES
                                              -----------------------
                                              Michael T. Segraves
                                              Vice President
                                              Chief Financial Officer
                                              (duly authorized officer and
                                               Principal Financial Officer)









                                       19
<PAGE>   20
                          CHASE BRASS INDUSTRIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


                                      
                              INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit                                                                                                                Sequentially 
   No.                                   Description of Exhibits                                                      Numbered Page 
- --------                                 -----------------------                                                      ------------- 
    <S>    <C>   <C>
    3.1    --    Restated Certificate of Incorporation of Chase Brass Industries, Inc., a Delaware corporation
                 (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8
                 dated December 9, 1994, Registration No. 33-87278).
               
    3.2    --    By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration
                 Statement on Form S-1 as filed with the Securities and Exchange Commission on November 3, 1994,
                 Registration No. 33-83178).
    4.1    --    Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's
                 Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on
                 November 3, 1994, Registration No. 33-83178).
               
    4.2    --    Exchange Agreement dated November 4, 1994, between the Company and Citicorp Venture Capital
                 Ltd.  ("CVC") (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement
                 on Form S-8 dated December 9, 1994, Registration No. 33-87278).
               
    4.3    --    Voting Agreement dated November 4, 1994, between the Company, CVC and Martin V. Alonzo ("Mr.
                 Alonzo") (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on
                 Form S-8 dated December 9, 1994, Registration No. 33-87278).
               
  +10.1    --    Employment Agreement dated March 3, 1997, between Leavitt Tube Company, Inc., a wholly owned
                 subsidiary of the Company, and Lawrence R. Lansford.
               
  +27.1    --    Financial Data Schedule.
</TABLE>






<PAGE>   1





                                                                    Exhibit 10.1





                              EMPLOYMENT AGREEMENT

                                 by and between

                           LEAVITT TUBE COMPANY, INC.

                                      and

                              LAWRENCE R. LANSFORD

                             dated effective as of

                                 MARCH 3, 1997
<PAGE>   2
<TABLE>
<S>      <C>                                                                                                         <C>
                                                    TABLE OF CONTENTS

                                                                                                                     Page
                                                                                                                     ----

1.       Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.       Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         (a)     Duties as Employee of the Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         (b)     Other Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

3.       Non-Compete  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         (a)     Covenant.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         (b)     Tolling of Non-Competition Term  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         (c)     Reasonableness of Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         (d)     Separate Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

4.       Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

5.       Compensation and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         (a)     Base Salary  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         (b)     Bonus Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         (c)     Expenses and Other Benefits  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         (d)     Vacations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         (e)     Perquisites  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         (f)     Proration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         (g)     Relocation Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         (h)     Temporary Living Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         (i)     Stock Options  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

6.       Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         (a)     Death/Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         (b)     Cause  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         (c)     Termination by Executive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

7.       Compensation Upon Termination Prior to a Change in Control of the Company  . . . . . . . . . . . . . . . . .   7
         (a)     Death  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         (b)     Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         (c)     Cause  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         (d)     Breach by the Company or for Good Reason . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

8.       Compensation Upon Termination After a Change in Control of the Company . . . . . . . . . . . . . . . . . . .   9

9.       Other Provisions Relating to Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         (a)     Notice of Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         (b)     Date of Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (c)     Good Reason  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (d)     Cause  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
</TABLE>





                                      (i)
<PAGE>   3
<TABLE>
<S>      <C>                                                                                                           <C>
         (e)     Certain Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         (f)     Affiliate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

10.      Successors and Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

11.      Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

12.      Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (a)     Arbitration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         (b)     Specific Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

13.      Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

14.      Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

15.      Reimbursement By Executive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

16.      Attorney Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

17.      Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
</TABLE>





                                      (ii)
<PAGE>   4
                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement") is effective as of the
3rd day of March, 1997, by and between Leavitt Tube Company, Inc., a Delaware
corporation (the "Company"), and Lawrence R. Lansford (the "Executive").

         1.      Employment.  The Company hereby employs Executive as its
President and Chief Operating Officer, and Executive hereby accepts such
employment, on the terms and conditions set forth herein, for the period
commencing on the date hereof and expiring on March 3, 1998 (unless sooner
terminated as hereinafter set forth) (the "Term"); provided, however, that
commencing on the first anniversary of the date hereof, and each anniversary of
the date hereof thereafter, the Term of this Agreement automatically shall be
extended for one additional year unless at least sixty days prior to any such
date the Company or Executive shall have given written notice that it or he, as
applicable, does not wish to extend this Agreement.

         2.      Duties.

                 (a)      Duties as Employee of the Company.  Executive shall,
subject to the authority and supervision of the Chief Executive Officer of the
Company, have general powers of supervision and management of the business,
affairs and property of the Company in the ordinary course of its business
usually vested in a President and Chief Operating Officer, with all such powers
with respect to such general management as may be reasonably incident to such
responsibilities, and shall have such additional or substitute duties as from
time to time designated by the Chief Executive Officer.  Executive will devote
his full time, attention, and energies to the business of the Company and shall
not, without the consent of the Chief Executive Officer, either directly or
indirectly, engage in any other business or activity which would necessitate
Executive giving an appreciable portion of his time to such activity.

                 (b)      Other Duties.  Executive agrees to serve as a
director of the Company, and of any Subsidiary of the Company, and in one or
more executive offices of any such Subsidiary, in each case if elected or
appointed to any such positions; provided, however, that Executive is
indemnified for serving in any and all such capacities in a manner acceptable
to the Company and Executive.  Executive agrees that he shall not be entitled
to receive any compensation for serving as a director of the Company, or in any
capacity with respect to any Subsidiary of  Chase Brass Industries, Inc.
("CBI"), other than the compensation to be paid to Executive pursuant to this
Agreement or any other written agreement between the Company or any of its
Subsidiaries and Executive.

         3.      Non-Compete.

                 (a)      Covenant.   Executive agrees that he will not, for a
period of one year following the termination of his employment with the
Company, (i) employ any person who was a salaried employee of or a consultant
to the Company or any Subsidiary of the Company during the six (6) month period
preceding such termination or induce, request, advise, attempt to influence, or
solicit, directly or indirectly, any person who is a salaried employee of or a
consultant to the Company or any Subsidiary of the Company during the six (6)
month period preceding such termination to terminate his or her employment or
consulting relationship with the Company or any
<PAGE>   5
Subsidiary of the Company, (ii) be employed by, associated with or have any
interest in, directly or indirectly (whether as principal, director, officer,
employee, consultant, partner, stockholder, trustee, manager or otherwise), any
company in the manufacture, distribution, licensing, sale, or marketing of
mechanical or structural steel tubing or any other products manufactured,
distributed, licensed, sold or marketed by the Company or any Subsidiary of the
Company during the Term (collectively, "Products"), or any company which
otherwise is directly competitive with the Company or any Subsidiary of the
Company, in any geographical area in which the Company or any Subsidiary of the
Company engage in business at the time of such termination or in which any of
them, prior to termination of Executive's employment, evidenced in writing, at
any time during the six month period prior to such termination, its intention
to engage in such business (any such company, a "Competing Business"), (iii)
induce, request, advise, attempt to influence, or solicit, directly or
indirectly, any person or business enterprise to purchase Products from any
person or business enterprise other than the Company if the Company provides,
or negotiated to provide, Products to that person or business enterprise during
the Term (any such person or Business Enterprise, a "Customer"); or (iv)
induce, request, advise, attempt to influence, or solicit, directly or
indirectly, any Customer with whom Executive had personal contact in connection
with performing his duties as an employee of the Company to purchase Products
from any person or business enterprise other than the Company; provided,
however, that the provisions of this Section 3(a) shall not apply in the event
(i) the Company terminates Executive's employment with the Company other than
for "Cause" (as herein defined) or otherwise in violation of this Agreement or
(ii) Executive terminates this Agreement for Good Reason (as hereinafter
defined).  Notwithstanding the foregoing, Executive shall not be prohibited
from owning one percent or less of the outstanding equity securities of any
Competing Business whose equity securities are listed on a national securities
exchange or publicly traded in any over-the-counter market.

                 (b)      Tolling of Non-Competition Term.  If, during any
calendar month after the termination of Executive's employment by the Company
in which the provisions of Section 3(a) are applicable, Executive is not in
compliance with the terms of Section 3(a), the Company shall be entitled to,
among other remedies, compliance by Executive with the terms of Section 3(a)
for an additional number of calendar months that equals the number of calendar
months during which such noncompliance occurred.

                 (c)      Reasonableness of Restrictions.  Executive
acknowledges that the geographic boundaries, scope of prohibited activities,
and time duration of the provisions of Section 3(a) are reasonable and are no
broader than are necessary to maintain and to protect the legitimate business
interests of the Company, the Company's Subsidiaries and CBI.

                 (d)      Separate Covenants.  The parties hereto intend that
the covenants contained in each of subsections 3(a)(i), (ii), (iii) and (iv) of
this Agreement be construed as a series of separate covenants, one for each
county or other defined province in each geographic area in which the Company
or any Subsidiary of the Company conducts its business or otherwise
manufactures, distributes, licenses, sells, or markets Products.  Except for
geographic coverage, each such separate covenant shall be deemed identical in
terms to the applicable covenant contained in subsections 3(a)(i), (ii), (iii)
and (iv) hereof.  Furthermore, each of the covenants in subsections 3(a)(i),
(ii), (iii) and (iv)





                                       2
<PAGE>   6
hereof shall be deemed a separate and independent covenant, each being
enforceable irrespective of the enforceability (with or without reformation) of
the other covenants contained in subsections 3(a)(i), (ii), (iii) and (iv)
hereof.

         4.      Confidentiality.  Executive shall not, directly or indirectly,
at any time during or for a two year period following termination of his
employment with the Company, reveal, divulge or make known to any person or
entity, or use for Executive's personal benefit (including without limitation
for the purpose of soliciting business, whether or not competitive with any
business of the Company, CBI or any other Subsidiary of CBI), any information
acquired during the course of employment hereunder with regard to the
financial, business or other affairs of the Company, CBI or any other
Subsidiary of CBI (including without limitation any list or record of persons
or entities with which the Company, CBI or any other Subsidiary of CBI has any
dealings), other than (i) information already in the public domain, (ii)
information of a type not considered confidential by persons engaged in the
same business or a business similar to that conducted by the Company, CBI, or
any other Subsidiary of CBI, (iii) information that Executive is required to
disclose under the following circumstances: (A) at the express direction of any
authorized governmental entity; (B) pursuant to a subpoena or other court
process; (C) as otherwise required by law or the rules, regulations, or orders
of any applicable regulatory body; or (D) as otherwise necessary, in the
opinion of counsel for Executive, to be disclosed by Executive in connection
with any legal action or proceeding involving Executive and the Company, CBI or
any other Subsidiary of CBI in his capacity as an employee, officer, director,
or stockholder of the Company, CBI or any other Subsidiary of CBI, or (iv)
during the period of his employment hereunder, Executive may disclose such
confidential information to another employee of the Company, CBI or any other
Subsidiary of CBI or to representatives or agents of the Company, CBI or any
other Subsidiary of CBI (such as independent accountants and legal counsel)
when such disclosure is reasonably necessary or appropriate in connection with
the performance by Executive of his duties as an executive officer of the
Company, CBI, or any other Subsidiary of CBI.  Executive shall, at any time
requested by the Company (either during or within one year after the
termination of his employment with the Company), promptly deliver to the
Company all memoranda, notes, reports, lists and other documents (and all
copies thereof) relating to the business of the Company, CBI or any other
Subsidiary of CBI which he may then possess or have under his control.

         5.      Compensation and Related Matters.

                 (a)      Base Salary.  Executive shall receive a base salary
paid by the Company ("Base Salary") at the annual rate of $200,000 during each
calendar year of the Term, payable in substantially equal monthly installments
(or such other more frequent times as executives of the Company normally are
paid).  The Base Salary shall be reviewed by the Compensation Committee of the
Board of Directors of CBI (the "Compensation Committee") at least as often as
the compensation of other senior officers of the Company is reviewed, and may
be increased (but not decreased) at any time in the sole discretion of the
Compensation Committee.

                 (b)      Bonus Payments.  Executive shall be entitled to
receive, in addition to the Base Salary, such bonus payments, if any, as the
Compensation Committee may





                                       3
<PAGE>   7
specify; each bonus payment may be in an amount of up to 50% of Executive's
Base Salary for the period to which such bonus payment relates.  Factors to be
considered by the Compensation Committee in determining Executive's bonus for
any given calendar year will include the financial and operating performance of
the Company and Executive's contribution to profitability of the Company.

                 (c)      Expenses and Other Benefits.  Executive shall be (i)
reimbursed for all reasonable expenses incurred by him in performing services
hereunder, provided that Executive properly accounts therefor in accordance
with Company policy, and (ii) entitled to participate in or receive benefits
under any employee benefit plan or other arrangement made available by the
Company now or in the future to its senior executive officers and key
management employees, other than the Company's Chief Executive Officer, subject
to and on a basis consistent with the terms, conditions, and overall
administration of such plan or arrangement.

                 (d)      Vacations.  Executive shall be entitled to 15 paid
vacation days during each year of the Term.  For purposes of this Section 5(d),
weekends shall not count as vacation days and Executive shall also be entitled
to all paid holidays given by the Company to its senior executive officers.

                 (e)      Perquisites.  Executive shall be entitled to receive
the perquisites and fringe benefits appertaining to the offices of President
and Chief Operating Officer of the Company in accordance with any practice
established by the Company.  Notwithstanding, and in addition to, any
perquisites to which Executive is entitled pursuant to the preceding sentence,
during the Term the Company shall pay for Executive's membership at one country
club, located within 30 miles of Executive's principal residence (as relocated
as contemplated in Section 5(g) below) or the Company's operating headquarters,
with the selection of the country club subject to prior approval by the Chief
Executive Officer of the Company, which consent shall not be unreasonably
withheld; provided that in the event Executive terminates his membership in any
such country club, either during the Term or thereafter, the Company shall be
entitled to any amounts that may be payable as a refund of Executive's
initiation fee or monthly dues paid by the Company.

                 (f)      Proration.  Any payments or benefits payable to
Executive hereunder in respect of any calendar year during which Executive is
employed by the Company for less than the entire year, unless otherwise
provided in the applicable plan or arrangement, shall be prorated in accordance
with the number of days in such calendar year during which he is so employed.

                 (g)      Relocation Expenses.  The Company shall reimburse
Executive for moving expenses incurred by Executive in connection with the
relocation of Executive's current principal residence to a location within 30
miles of the Company's operating headquarters in Chicago, Illinois, including
the expenses incurred by Executive in moving the personal property of Executive
and his immediate family to Executive's new principal residence, in accordance
with, and subject to, the following terms and restrictions:  (i) the Company
will reimburse Executive for reasonable expenses incurred by Executive and
Executive's family in connection with up to two trips to the Chicago, Illinois,
area for house-hunting purposes, such reimbursable expenses to





                                       4
<PAGE>   8
include airfare for Executive and Executive's immediate family to and from
Chicago, hotel expenses, meals and auto rental during the course of such trips,
(ii) the Company will reimburse Executive for all reasonable and customary
closing expenses incurred or paid by Executive in connection with the purchase
of a new principal residence in connection with such relocation; (iii) the
Company will reimburse Executive for all broker's and agent's commissions and
other closing expenses and fees incurred by Executive in connection with the
sale of Executive's current residence in Ithaca, New York; and (iv) the Company
will pay to Executive a one-time lump sum cash payment of $6,000, to be used at
Executive's discretion to cover incidental costs associated with relocating
Executive's principal residence as provided herein, which amount will not be
deducted from or applied towards any expenses referred to in clauses (i)
through (iii) of this Section 5(g) or in Section 5(h).  If, as a result of
providing the reimbursement provided for under this Section 5(g), Executive
shall incur any federal income tax liability that otherwise would not have been
incurred, then, in addition to the amounts otherwise payable to Executive under
this Section 5(g), the Company shall pay to Executive cash in an amount
necessary to discharge any additional federal income tax liability incurred by
Executive as a result of the receipt of the benefits provided for under this
Section 5(g) (including the tax gross-up provided by this sentence).

                 (h)      Temporary Living Expenses.  Until Executive procures
a principal residence within 30 miles of the Company's headquarters, subject to
such period not exceeding a reasonable time for such relocation as determined
by the Company (with a relocation occurring prior to August 1, 1997, hereby
deemed to be reasonable), the Company shall reimburse Executive for all travel,
hotel and related living expenses incurred by Executive as a result of
Executive's not having a principle residence within such proximity.  Expenses
reimbursed pursuant to this Section 5(h) shall not be duplicative of the
expenses reimbursed pursuant to Section 5(g) hereof.

                 (i)      Stock Options.  As of the effective date of this
Agreement, CBI will grant to Executive stock options to purchase 30,000 shares
of common stock of CBI at a per share exercise price equal to the closing price
of CBI's common stock as reported on the New York Stock Exchange on the
effective date of this Agreement (the "Stock Options").  The Stock Options will
be subject to the applicable terms and conditions set forth in the Company's
1994 Long-Term Incentive Plan (the "Plan"), and the Stock Options will vest and
become exercisable with respect to 6,000 shares of CBI common stock on each of
the first five anniversaries of the date of grant, subject to the provisions of
the Plan.

         6.      Termination.  Executive's employment hereunder may be
terminated by the Company or Executive, as applicable, without any breach of
this Agreement only under the following circumstances:

                 (a)      Death/Disability.  Executive's employment hereunder
shall terminate (i) automatically upon Executive's death or (ii) upon the good
faith determination by the Board of Directors of CBI (the "CBI Board") that, as
a result of Executive's incapacity or disability due to physical or mental
illness, Executive shall have been unable to perform hereunder with or without
reasonable accommodation on a full time basis for 120 consecutive calendar
days, and within 30 days after written notice of termination is given (which
may occur no sooner than 30 days prior to the end





                                       5
<PAGE>   9
of such 120 day period) Executive shall not have returned to the performance of
his material managerial duties and responsibilities hereunder on a full time
basis; provided, however, that during any period of Executive's incapacity or
disability the Company may assign Executive's duties to any other employee of
the Company or may engage or hire a third party to perform such duties and any
such action shall not be deemed "Good Reason" for Executive to terminate this
Agreement pursuant to Section 6(c)(i) hereof.

                 (b)      Cause.  The Company may terminate Executive's
employment hereunder for Cause.  For purposes of this Agreement, the Company
shall have "Cause" to terminate Executive's employment hereunder upon:

                      (i)         the continued failure by Executive to
                 substantially perform his duties hereunder (other than any
                 such failure resulting from Executive's incapacity or
                 disability due to physical or mental illness) after written
                 demand for substantial performance is delivered by the Company
                 specifically identifying the manner in which the Company
                 believes Executive has not substantially performed his duties;

                      (ii)        dishonesty by Executive that relates to the
                 performance of the Executive's duties hereunder or the
                 commission by Executive of an act of fraud upon, or willful
                 misconduct toward, the Company, as reasonably determined by
                 the CBI Board after a hearing following ten days' notice to
                 Executive of such hearing;

                    (iii)         criminal conduct by Executive (other than
                 minor infractions and traffic violations) or the conviction of
                 Executive, by a court of competent jurisdiction, of any felony
                 (or plea of nolo contendere thereto);

                      (iv)        a material violation by Executive of his duty
                 of loyalty to the Company which results or may result in
                 material injury to the Company, CBI or any other Subsidiary of
                 CBI;

                      (v)         Executive's material breach of any of the
                 covenants contained in Section 3(a) or 4 of this Agreement;

                      (vi)        notwithstanding the provisions of Section
                 6(a), the use by Executive of alcohol which renders Executive
                 unable to perform the essential functions of his position
                 under this Agreement or the use by Executive of illegal or
                 controlled drugs or other substances; or

                    (vii)         the failure of Executive to cease any conduct
                 determined by the Chief Executive Officer of the Company to be
                 detrimental to the well-being or morale, or otherwise not in
                 the best interest, of the Company after written demand
                 directing Executive to cease such conduct is delivered by the
                 Company specifically identifying such conduct and demanding
                 cessation thereof.





                                       6
<PAGE>   10
         If the effect of the occurrence of the event described in clauses (iv)
or (v) of Section 6(b) may be cured, Executive shall have the opportunity to
cure any such effect for a period of 30 days following receipt of the Company's
Notice of Termination.

                 (c)      Termination by Executive.  At his option, Executive
may terminate his employment hereunder (i) for Good Reason or (ii) if his
health should become impaired to an extent that makes the continued performance
of his duties hereunder hazardous to his physical or mental health or his life.

         For purposes of this Agreement, the termination of Executive's
employment hereunder by Executive because of the occurrence of any one or more
of the following events shall be deemed to have occurred for "Good Reason":

                          (A)   a material reduction or a material adverse
                 alteration in the nature or scope of Executive's position,
                 responsibilities or authorities that is not consented to or
                 approved by Executive;

                          (B)   any failure by the Company to comply in any
                 material respect with Section 5 hereof that is not consented
                 to or approved by Executive; provided, that, any change in
                 Executive's discretionary bonus as from time to time
                 determined by the Compensation Committee shall not constitute
                 Good Reason for resignation;

                          (C)   the liquidation, dissolution, merger,
                 consolidation or reorganization of the Company or transfer of
                 all or substantially all of its assets in a transaction that
                 constitutes a Change of Control, unless the successor (by
                 liquidation, merger, consolidation, reorganization or
                 otherwise) to which all or a substantially all of its assets
                 have been transferred (directly or by operation of law) shall
                 have assumed all duties and obligations of the Company under
                 this Agreement pursuant to Section 10 hereof;

                          (D)   failure by the Company to comply with any other
                 material term or provision hereof; or

                          (E)   after the occurrence of a Change of Control,
                 the relocation of Executive's job to a site which is 50 miles
                 or more farther away from Executive's principal residence, as
                 relocated as contemplated by Section 5(g), than Executive's
                 job site immediately after such relocation.

         If the effect of the occurrence of the event described in clauses (A)
through (E) of this Section 5(c) may be cured, the Company shall have the
opportunity to cure any such effect for a period of 30 days following receipt
of Executive's Notice of Termination.

         7.      Compensation Upon Termination Prior to a Change in Control of
the Company.  Prior to the occurrence of a Change in Control of the Company,
Executive shall be entitled to the following compensation from the Company upon
the termination of his employment.





                                       7
<PAGE>   11
                 (a)      Death.  If Executive's employment shall be terminated
by reason of his death, the Company shall pay to such person as shall have been
designated in a notice filed with the Company prior to Executive's death, or,
if no such person shall be designated, to his estate as a death benefit, his
Base Salary to the date of his death in addition to any payments Executive's
spouse, beneficiaries, or estate may be entitled to receive pursuant to any
pension or employee benefit plan or other arrangement or group life insurance
policy maintained by the Company.

                 (b)      Disability.  During any period that Executive fails
to perform his material managerial duties and responsibilities hereunder as a
result of incapacity due to physical or mental illness, Executive shall
continue to receive his Base Salary and any bonus payments until Executive's
employment is terminated pursuant to Section 6(a) hereof or until Executive
terminates his employment pursuant to Section 6(c)(ii) hereof, whichever first
occurs.  After such termination, Executive shall be entitled to receive, and
the Company agrees to pay, the following compensation:

                      (i)         the remainder, if any, of Executive's Base
                 Salary which was earned but not paid prior to the Date of
                 Termination (hereinafter defined); plus

                      (ii)        any disability payments otherwise payable to
                 Executive by or pursuant to group plans provided by the
                 Company.

                 (c)      Cause.  If Executive's employment shall be terminated
for Cause, the Company shall pay Executive his Base Salary through the Date of
Termination at the rate in effect at the time Notice of Termination is given.
Such payments shall fully discharge the Company's obligations hereunder.

                 (d)      Breach by the Company or for Good Reason.  If (A) the
Company shall terminate Executive's employment other than for Cause or (B)
Executive shall terminate his employment for Good Reason, then the Company
shall:

                      (i)         pay Executive his Base Salary through the
                 Date of Termination at the rate in effect at the time Notice
                 of Termination is given;

                      (ii)        in lieu of any further salary payments to
                 Executive for periods subsequent to the Date of Termination,
                 the Company shall pay as severance pay to Executive on or
                 before the thirtieth day following the Date of Termination, a
                 lump sum in cash equal to (A) Executive's annual Base Salary
                 at the rate in effect at the time the Notice of Termination is
                 given divided by (B) three;

                    (iii)         maintain in full force and effect, for the
                 continued benefit of Executive (and, if applicable,
                 Executive's spouse and minor children) for a one-year period
                 beginning upon the Date of Termination, all medical and dental
                 insurance coverages as in effect and in which such persons
                 were participating immediately prior to the Date of
                 Termination, provided that the continued participation of such
                 persons is possible under the





                                       8
<PAGE>   12
                 general terms and provisions of such plans and arrangements;
                 if the participation of any of such persons in any such plan
                 or arrangement is barred, the Company shall arrange to provide
                 such persons with insurance coverage substantially similar to
                 those which such persons would otherwise have been entitled to
                 receive under such plans and arrangements from which such
                 persons' continued participation is barred; provided, however,
                 that in either case, to the extent applicable, Executive pays
                 to the Company an amount equal to the premiums, or portion
                 thereof, that Executive was required to pay to maintain such
                 insurance coverage for such persons prior to the Date of
                 Termination; and provided, further, that any insurance
                 coverage provided pursuant hereto shall be limited and reduced
                 to the extent such coverage otherwise is provided by (or
                 available from or under), at no direct out of pocket cost to
                 the recipient, any other employer of Executive or Executive's
                 spouse or minor children, or Social Security, medicare,
                 medicaid or any similar or substitute plans available to such
                 persons; and

                      (iv)        all benefits payable under the terms of all
                 employee benefit plans or other arrangements as of the Date of
                 Termination.

Executive shall not be required to mitigate the amount of any payment provided
for in this Section 7(d) by seeking other employment or otherwise, nor shall
the amount of any payment provided for in this Section 7(d) be reduced by any
compensation earned by Executive as the result of employment by another
employer after the Date of Termination, or otherwise.

         8.      Compensation Upon Termination After a Change in Control of the
Company.  If, after the occurrence of a Change in Control of the Company,
Executive's employment is terminated by the Company or by Executive, as the
case may be, for any of the reasons described in Section 6 above, then
Executive shall be entitled to the same compensation benefits from the Company
as set forth in Section 7 above to which he would have been entitled if the
termination of his employment had occurred prior to the occurrence of a Change
in Control of the Company; provided, that, in the event the termination occurs
as described in Section 7(d) above within one year after the occurrence of the
Change of Control, then Executive shall be entitled to, in lieu of the
compensation provided in Section 7(d)(ii), a lump sum in cash, which shall be
paid within 30 days after the termination of employment or resignation, in an
amount equal to the sum of (a) the greater of (i) Executive's Base Salary in
effect immediately prior to the Change of Control and (ii) Executives Base
Salary in effect at the time of termination or, if Executive resigns his
employment for Good Reason, immediately prior to the occurrence of the event
giving rise to Good Reason, plus (b) the bonus, if any, paid or awarded to
Executive for the most recent calendar year ended prior to the date of the
Change of Control or, if bonuses for such calendar year have not been
determined for such calendar year as of the date of the Change of Control, the
prior calendar year;





                                       9
<PAGE>   13
         9.      Other Provisions Relating to Termination; Definitions.

                 (a)      Notice of Termination.  Any termination of
Executive's employment by the Company or by Executive (other than termination
because of the death of Executive) shall be communicated by written Notice of
Termination to the other party hereto.  For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive's employment under the provision so indicated.

                 (b)      Date of Termination.  For purposes of this Agreement,
"Date of Termination" shall mean (i) if Executive's employment is terminated by
his death, the date of his death; (ii) if Executive's employment is terminated
because of a disability pursuant to Section 6(a), then 30 days after Notice of
Termination is given (provided that Executive shall not have returned to the
performance of his duties on a full-time basis during such 30 day period);
(iii) if Executive's employment is terminated by the Company for Cause or by
Executive for Good Reason, then the date specified in the Notice of Termination
(which date shall be a date between the date Notice of Termination is given and
30 days thereafter (inclusive)); and (iv) if Executive's employment is
terminated for any other reason, the date on which a Notice of Termination is
given.

                 (c)      Good Reason.  If Executive does not give a Notice of
Termination to the Company within 30 days after learning of the occurrence of
an event giving rise to Good Reason, then this Agreement will remain in effect;
provided, however, that the failure of Executive to terminate this Agreement
for Good Reason shall not be deemed a waiver of Executive's right to terminate
his employment for Good Reason upon the occurrence of a subsequent event
described in clauses (A) through (E) of Section 6(c) in accordance with the
terms of this Agreement.  Notwithstanding the foregoing, the right of Executive
to terminate his employment for Good Reason under Section 6(c) shall not limit
the Company's right to terminate Executive's employment for Cause under Section
6(b) if Cause is determined to exist prior to the time Good Reason is
determined to exist.

                 (d)      Cause.  If the Company does not give a Notice of
Termination to Executive within 30 days after learning of the occurrence of an
event giving rise to Cause, then this Agreement will remain in effect;
provided, however, that the failure of the Company to terminate this Agreement
for Cause shall not be deemed a waiver of the Company's right to terminate
Executive's employment for Cause upon the occurrence of a subsequent event
described in clauses (i) through (vi) of Section 6(b) in accordance with the
terms of this Agreement.  Notwithstanding the foregoing, the right of the
Company to terminate Executive's employment for Cause under Section 6(b) shall
not limit Executive's right to terminate his employment for Good Reason under
Section 6(c) if Good Reason is determined to exist prior to the time Cause is
determined to exist.





                                       10
<PAGE>   14
                 (e)      Certain Definitions.

                      (i)         Acquiring Person:  shall mean any individual,
                 group, partnership, corporation, association, trust, or other
                 entity or organization (a "Person") other than (a) Executive
                 or any Executive Affiliate, (b) CBI, any of CBI's
                 Subsidiaries, any employee benefit plan of CBI or of a
                 Subsidiary of CBI or of a corporation owned directly or
                 indirectly by the stockholders of CBI in substantially the
                 same proportions as their ownership of stock of CBI, or any
                 trustee or other fiduciary holding securities under an
                 employee benefit plan of CBI or of a Subsidiary of CBI or of a
                 corporation owned directly or indirectly by the stockholders
                 of CBI in substantially the same proportions as their
                 ownership of stock of CBI, or (c) Citicorp Venture Capital,
                 Ltd., a New York corporation ("CVC"), or any Affiliate of CVC
                 that is directly controlled by Citicorp or Citibank, N.A., or
                 otherwise is in the same tier as CVC of Affiliates under the
                 control of such entities ("Direct Affiliates"), but shall not
                 include any entities that may be deemed an Affiliate of CVC as
                 a result of the investment by any Direct Affiliate in such
                 entity.

                      (ii)        Change in Control:  shall be deemed to have
                 occurred if:

                                  (1)      any Acquiring Person is or becomes
                          the "beneficial owner" (as defined in Rule 13d-3
                          under the Securities Exchange Act of 1934, as amended
                          (the "Exchange Act"), directly or indirectly, of
                          securities of CBI representing fifty percent or more
                          of the combined voting power of the then outstanding
                          Voting Securities of the Company; or

                                  (2)      a public announcement is made of a
                          tender or exchange offer by any Acquiring Person for
                          fifty percent or more of the outstanding Voting
                          Securities of CBI or the Company, and the Board of
                          Directors of CBI or the Company, respectively,
                          approves or fails to oppose that tender or exchange
                          offer in its statements in Schedule 14D-9 under the
                          Exchange Act; provided, however, that the benefits
                          payable to Executive under Section 8 hereof shall not
                          be payable solely as a result of an event described
                          in this clause (2) unless, within one year after the
                          occurrence of such event, an event described in
                          clauses (1), (3) or (4) of this Section 9(e)(ii)
                          hereof shall have occurred, in which case such
                          benefits payable under Section 8 hereof shall be
                          payable within thirty days after the occurrence of
                          such event; or

                                  (3)      the stockholders of CBI or the
                          Company approve a merger or consolidation of CBI or
                          the Company, respectively, with any other corporation
                          or partnership (or, if no such approval is required,
                          the consummation of such a merger or consolidation of
                          CBI or the Company), other than a merger or
                          consolidation that would result in the Voting
                          Securities of CBI or the Company, as applicable,
                          outstanding immediately prior to the consummation





                                       11
<PAGE>   15
                          thereof continuing to represent (either by remaining
                          outstanding or by being converted into Voting
                          Securities of the surviving entity or of a parent of
                          the surviving entity) a majority of the combined
                          voting power of the Voting Securities and Convertible
                          Voting Securities (on a fully-diluted basis assuming
                          full conversion thereof) of the surviving entity (or
                          its parent) outstanding immediately after that merger
                          or consolidation; or

                                  (4)      the stockholders of CBI or the
                          Company approve a plan of complete liquidation of CBI
                          or the Company, respectively, or an agreement for the
                          sale or disposition by CBI or the Company of all or
                          substantially all of CBI's or the Company's assets,
                          respectively, (or, if no such approval is required,
                          the consummation of such a liquidation, sale, or
                          disposition in one transaction or series of related
                          transactions) other than a liquidation, sale or
                          disposition of all or substantially all of CBI or the
                          Company's assets in one transaction or a series of
                          related transactions to a Subsidiary of CBI or any
                          other corporation owned directly or indirectly by the
                          stockholders of CBI in substantially the same
                          proportions as their ownership of stock of CBI; or

                                  (5)      CBI ceases to be the "beneficial
                          owner" (as defined in Rule 13d-3 under the Exchange
                          Act), directly or indirectly, of securities of the
                          Company representing at least a majority of the
                          combined voting power of the then outstanding Voting
                          Securities of the Company other than pursuant to a
                          transaction in which, immediately after the
                          consummation of such transaction, all of the
                          outstanding Voting Securities of the Company or any
                          corporation or other entity into which the Company is
                          merged or otherwise consolidated which are not owned
                          by CBI or any Subsidiary of CBI are owned, directly
                          or indirectly, by the stockholders of CBI in
                          substantially the same proportions as their ownership
                          of stock of CBI immediately prior to such
                          transaction.

                     (iii)        Subsidiary:  with respect to any Person, any
                 corporation or other entity of which a majority of the voting
                 power of the voting equity securities or equity interest is
                 owned, directly or indirectly, by that Person.

                      (iv)        Voting Securities:  (i) any securities that
                 vote generally in the election of directors, in the admission
                 of general partners, or in the selection of any other similar
                 governing body and (ii) with respect to CBI, all shares of
                 CBI's nonvoting common stock, par value $.01 per share (all of
                 which are convertible into shares of common stock, par value
                 $.01 per share, of the Company).

                 (f)      Affiliate.  For purposes of this Agreement, the term
"affiliate" shall mean, with respect to any Person (including an entity), any
other Person that directly or indirectly controls, is controlled by, or is
under common control with the Person in





                                       12
<PAGE>   16
question.  As used in this definition of "affiliate," the term "control" means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of Voting Securities, by contract, or otherwise.

         10.     Successors and Assignments.  This Agreement shall be binding
upon, and inure to the benefit of, the Company, Executive, and their respective
successors, assigns, personal and legal representatives, executors,
administrators, heirs, distributees, devisees, and legatees, as applicable.
This Agreement may not be assigned (either voluntarily or involuntarily) by any
party hereto without the express written consent of the other party; provided,
however, that the Company may at any time assign this Agreement to (i) any
Subsidiary of the Company or CBI, (ii) any other corporation, partnership, or
other entity that controls, is controlled by, or is under common control with
the Company or CBI or (iii) any successor (whether direct or indirect, by
purchase of securities, merger, consolidation, sale of assets, or otherwise) to
all or substantially all of the business or assets of the Company.  Any
attempted assignment in violation of this Section 10 shall be void and
ineffective for all purposes.  In the event of an assignment permitted by this
Section 10, this Agreement shall be binding upon the heirs, successors, and
assigns of the parties hereto.

         11.     Notice.  For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when (i) delivered personally; (ii) sent by
facsimile or similar electronic device and confirmed; (iii) delivered by
overnight express; or (iv) if sent by any other means, upon receipt.  Notices
and all other communications provided for in this Agreement shall be addressed
as follows:

         If to Executive:

                 Lawrence R. Lansford
                 Leavitt Tube Company, Inc.
                 1717 W. 115th Street
                 Chicago, Illinois  60643
                 Facsimile No. 773/239-1023


         If to the Company:

                 c/o Chase Brass & Copper Company, Inc.
                 14212 County Rd. M-50
                 Montpelier, Ohio 43543
                 Attention: Chief Financial Officer
                 Facsimile No: 419/485-8150

or to such other address as any party may have furnished to the other in
writing in accordance herewith.





                                       13
<PAGE>   17
         12.     Disputes.

                 (a)      Arbitration.  Subject to Section 12(b) below, in the
event any dispute or controversy arises under this Agreement and is not
resolved by the mutual written agreement between Executive and the Company
within 30 days after notice of the dispute is first given, then, upon the
written request of Executive or the Company, such dispute or controversy shall
be submitted to arbitration, which arbitration shall be conducted in accordance
with the rules of the American Arbitration Association.  Judgment may be
entered thereon and the results of arbitration will be binding and conclusive
on the parties hereto.  All parties agree that venue for arbitration will be in
Cook County, Illinois, and that any arbitration commenced in any other venue
will be transferred to Cook County, Illinois upon the written request of any
party to this Agreement.  The prevailing party will be entitled to
reimbursement for reasonable attorneys fees, reasonable costs and other
reasonable expenses pertaining to the arbitration and the enforcement thereof
and such attorneys fees, costs and other expenses shall become a part of any
award, judgment or verdict.  All arbitrations will have three individuals
acting as arbitrators: one arbitrator will be selected by Executive, one
arbitrator will be selected by the Company, and the two arbitrators so selected
will select a third arbitrator.  Any arbitrator selected by a party will not be
affiliated, associated or related to the party selecting that arbitrator in any
matter whatsoever.  The decision of the majority of the arbitrators will be
binding on all parties.

                 (b)      Specific Enforcement.  Executive acknowledges that
the covenants of Executive contained in Sections 3 and 4  of this Agreement are
special and unique, that a breach by Executive of any term or provision of
either of Sections 3 or 4 hereof may cause irreparable injury to the Company,
CBI and/or another Subsidiary of CBI, and that remedies at law for the breach
of any terms or provisions of Sections 3 or 4 hereof may be inadequate.
Accordingly, notwithstanding the provisions of Section 12(a),  in addition to
any other remedies it may have in the event of breach, the Company shall be
entitled to enforce specific performance of the terms and provisions of
Sections 3 or 4 hereof, to obtain temporary and permanent injunctive relief to
prevent the continued breach of such terms and provisions without the necessity
of posting bond or of proving actual damage, and to obtain attorneys fees in
respect of the foregoing if the Company prevails in such action or proceeding.
For purposes of this Section 12(b) and Sections 3 and 4 hereof, CBI and each
other Subsidiary of CBI shall be deemed a third party beneficiary entitled to
the benefits of such Sections and shall be entitled to enforce Sections 3 and 4
of this Agreement in accordance with this Section 12(b).

         13.     Severability.  In the event that any provision of this
Agreement, or the application thereof to any person or circumstance, is held by
a court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect under present or future laws effective during the effective term of
any such provision, such invalid, illegal or unenforceable provision shall be
fully severable; and this Agreement shall then be construed and enforced as if
such invalid, illegal, or unenforceable provision had not been contained in
this Agreement; and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement.  Furthermore,
in lieu of each such illegal, invalid, or unenforceable provision, there shall
be added





                                       14
<PAGE>   18
automatically as part of this Agreement, a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable.  Notwithstanding the above, in the event any such
invalidity, illegality or unenforceability of any portion of Section 3 hereof
is caused by such provision being held to be excessively broad as to time,
duration, geographical scope, activity or subject, then such provision shall,
at the option of the Company, remain a part of this Agreement and shall be
construed by limiting and reducing it so as to be enforceable to the extent
compatible with the then applicable law and shall be enforced so as to permit
the Company or any of its Subsidiaries to recover damages for any prior
violation of such provision as so limited and reduced, to the extent permitted
under applicable law.

         14.     Miscellaneous.  This Agreement sets forth the entire
understandings of the parties with respect to the subject matter hereof, it
incorporates and merges any and all previous communications and understandings
with respect to the subject matter hereof, oral or written (including without
limitation that certain letter dated February 12, 1997, from Martin V. Alonzo
to Executive and that certain letter dated February 12, 1997, from Executive to
Martin V. Alonzo), and no provision of this Agreement may be modified, waived,
or discharged unless such waiver, modification, or discharge is agreed to in
writing signed by Executive and the Company.  No waiver by either party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.  The
validity, interpretation, construction, and performance of this Agreement shall
be governed by the laws of the State of Illinois, excluding any choice-of-law
provisions thereof.

         15.     Reimbursement By Executive.  Executive agrees that, in the
event Executive terminates his employment with the Company other than for Good
Reason, or is terminated by the Company for Cause, at any time prior to March
3, 1999, Executive will reimburse the Company for amounts paid to Executive by
the Company pursuant to Section 5(g) and Section 5(h) of this Agreement in
accordance with the following formula:

                              ER = AP x  730 - ND
                                         -------
___________________                        730
         ER = amount to be reimbursed by Executive.
         AP = amounts paid by the Company to or on behalf of Executive pursuant
to Sections 5(g) of this Agreement.
         ND = number of days elapsed from and after March 3, 1997, to (and 
including) the Date of Termination.

         Executive agrees that any amounts owed by Executive pursuant to this
Section 15 may be deducted from any portion of any amounts (including
compensation payable under this Agreement) owed by the Company to Executive at
the time of the termination of Executive's employment, subject to any
limitations or restrictions imposed by applicable law.  To the extent such
amounts payable by Executive pursuant to this Section 15 are not deducted from
amounts owed by the Company to Executive,





                                       15
<PAGE>   19
Executive agrees to pay such excess amounts within 60 days after the Date of
Termination.

         16.     Attorney Fees.  Except as otherwise provided in Section 12,
the prevailing party in any dispute or controversy under or in connection with
this Agreement shall be entitled to reimbursement from the non-prevailing party
for all costs and reasonable legal fees incurred by such prevailing party.

         17.     Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same agreement.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                       16
<PAGE>   20
         EXECUTED this 1st day of April, 1997, to be effective as of March 3,
1997.


                                        CHASE BRASS INDUSTRIES, INC.



                                        By:      /s/ Martin V. Alonzo 
                                                 ----------------------------
                                                 Martin V. Alonzo, 
                                                 Chairman of the Board, 
                                                 President and Chief
                                                 Executive Officer



                                        /s/ Lawrence R. Lansford 
                                        -------------------------------------
                                        Lawrence R. Lansford





                                       17

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S 1997 FIRST QUARTER REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           3,552
<SECURITIES>                                         0
<RECEIVABLES>                                   47,960
<ALLOWANCES>                                     1,281
<INVENTORY>                                     51,937
<CURRENT-ASSETS>                               109,173
<PP&E>                                          96,659
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 211,984
<CURRENT-LIABILITIES>                           56,278
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           101
<OTHER-SE>                                      81,129
<TOTAL-LIABILITY-AND-EQUITY>                   211,984
<SALES>                                        126,074
<TOTAL-REVENUES>                               126,074
<CGS>                                          107,922
<TOTAL-COSTS>                                  107,922
<OTHER-EXPENSES>                                 6,299
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,282
<INCOME-PRETAX>                                 10,571
<INCOME-TAX>                                     4,017
<INCOME-CONTINUING>                              6,554
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,554
<EPS-PRIMARY>                                      .65
<EPS-DILUTED>                                        0
        

</TABLE>


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