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 January 2, 2000

                                       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 Number:       0-27618
                              -------

    COLUMBUS MCKINNON CORPORATION
--------------------------------------------------------------------------------
    (Exact name of registrant as specified in its charter)

    NEW YORK                                                  16-0547600
--------------------------------------------------------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

    140 JOHN JAMES AUDUBON PARKWAY, AMHERST, NY            14228-1197
--------------------------------------------------------------------------------
    (Address of principal executive offices)               (Zip code)

    (716) 689-5400
--------------------------------------------------------------------------------
    (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
    (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. : [X] Yes [ ] No

The number of shares of common stock outstanding as of January 30, 2000
was:  14,877,405 shares.



<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                 JANUARY 2, 2000

                                                                          PAGE #
                                                                          ------

PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Condensed consolidated balance sheets -
            January 2, 2000 and March 31, 1999                                 2

         Condensed consolidated statements of income and retained earnings -
            Three months and nine months ended January 2, 2000
            and December 27, 1998                                              3

         Condensed consolidated statements of cash flows -
            Nine months ended January 2, 2000 and December 27, 1998            4

         Condensed  consolidated  statements of  comprehensive  income -
            Three months and nine months ended January 2, 2000
            and December 27, 1998                                              5

         Notes to condensed consolidated financial statements -
            January 2, 2000                                                    6

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


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - none.                                            21

Item 2.  Changes in Securities - none.                                        21

Item 3.  Defaults upon Senior Securities - none.                              21

Item 4.  Submission of Matters to a Vote of Security Holders - none.          21

Item 5.  Other Information - none.                                            21

Item 6.  Exhibits and Reports on Form 8-K                                     21





                                     - 1 -
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)
<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                                          JANUARY 2,   MARCH 31,
                                                             2000        1999
                                                          ---------    ---------
ASSETS:                                                       (IN THOUSANDS)
Current assets:
<S>                                                       <C>          <C>
      Cash and cash equivalents .......................   $  14,128    $   6,867
      Trade accounts receivable .......................     134,818      136,988
      Unbilled revenues ...............................      17,620        9,821
      Inventories .....................................     115,020      115,979
      Net assets held for sale ........................       9,270        8,214
      Prepaid expenses ................................       8,852        8,160
                                                          ---------    ---------
Total current assets ..................................     299,708      286,029
Net property, plant, and equipment ....................      87,736       90,004
Goodwill and other intangibles, net ...................     349,208      357,727
Marketable securities .................................      22,078       19,355
Deferred taxes on income ..............................       5,131        5,627
Other assets ..........................................       7,871        8,169
                                                          ---------    ---------
Total assets ..........................................   $ 771,732    $ 766,911
                                                          =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:

      Notes payable to banks ..........................   $   2,212    $   4,590
      Trade accounts payable ..........................      50,557       54,651
      Excess billings .................................       6,247        5,058
      Accrued liabilities .............................      44,707       54,331
      Current portion of long-term debt ...............       1,712        1,926
                                                          ---------    ---------
Total current liabilities .............................     105,435      120,556
Senior debt, less current portion .....................     229,871      222,165
Subordinated debt .....................................     199,561      199,521
Other non-current liabilities .........................      37,515       35,995
                                                          ---------    ---------
Total liabilities .....................................     572,382      578,237
Shareholders' equity:
      Common stock ....................................         149          146
      Additional paid-in capital ......................     107,271      102,313
      Retained earnings ...............................     107,642      100,455
      ESOP debt guarantee .............................      (9,240)      (9,865)
      Unearned restricted stock .......................      (3,613)      (1,009)
      Total accumulated other comprehensive income loss      (2,859)      (3,366)
                                                          ---------    ---------
Total shareholders' equity ............................     199,350      188,674
                                                          ---------    ---------
Total liabilities and shareholders' equity ............   $ 771,732    $ 766,911
                                                          =========    =========
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.






                                     - 2 -
<PAGE>

<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
        CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                   (UNAUDITED)


                                              THREE MONTHS ENDED         NINE MONTHS ENDED
                                              ------------------         -----------------
                                            JANUARY 2, DECEMBER 27,   JANUARY 2,  DECEMBER 27,
                                               2000        1998          2000         1998
                                               ----        ----          ----         ----
                                                  (In thousands, except per share data)


<S>                                         <C>          <C>          <C>          <C>
Net sales ...............................   $ 174,173    $ 186,994    $ 537,782    $ 556,968
Cost of products sold ...................     130,768      139,599      407,532      415,217
                                            ---------    ---------    ---------    ---------
Gross profit ............................      43,405       47,395      130,250      141,751
                                            ---------    ---------    ---------    ---------

Selling expenses ........................      13,405       12,838       38,575       38,529
General and administrative expenses .....       9,762        9,477       30,031       28,696
Proxy contest related expenses ..........           -            -          965            -
Amortization of intangibles .............       4,062        3,680       12,064       11,323
                                            ---------    ---------    ---------    ---------
                                               27,229       25,995       81,635       78,548
                                            ---------    ---------    ---------    ---------

Income from operations ..................      16,176       21,400       48,615       63,203
Interest and debt expense ...............       8,937        9,253       25,510       27,503
Interest and other income ...............         638          233        1,191          867
                                            ---------    ---------    ---------    ---------
Income before income taxes ..............       7,877       12,380       24,296       36,567
Income tax expense ......................       4,623        5,936       14,136       17,824
                                            ---------    ---------    ---------    ---------
Net income ..............................       3,254        6,444       10,160       18,743
Retained earnings - beginning of period .     105,383       87,160      100,455       76,744
Cash dividends of $0.07, $0.07, $0.21 and
   $0.21 per share ......................        (995)        (944)      (2,973)      (2,827)
                                            ---------    ---------    ---------    ---------
Retained earnings - end of period ......     $107,642      $92,660    $ 107,642    $  92,660
                                            =========    =========    =========    =========

Earnings per share data, basic: .........   $    0.23    $    0.46    $    0.72    $    1.32
                                            =========    =========    =========    =========
Earnings per share data, diluted: .......   $    0.23    $    0.46    $    0.71    $    1.30
                                            =========    =========    =========    =========
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.




                                     - 3 -
<PAGE>

<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                     NINE MONTHS ENDED
                                                                     -----------------
                                                                  JANUARY 2, DECEMBER 27,
                                                                     2000        1998
                                                                   --------    --------
                                                                      (IN THOUSANDS)

OPERATING ACTIVITIES:

<S>                                                                <C>         <C>
Net income .....................................................   $ 10,160    $ 18,743
Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization ............................     21,650      20,166
     Deferred income taxes .....................................        561         920
      Other ....................................................        689         438
      Changes in operating assets and liabilities net of effects
         from businesses purchased:
           Trade accounts receivable ...........................      3,898     (22,725)
           Unbilled revenues and excess billings ...............     (6,610)      2,209
           Inventories .........................................      1,930      (1,078)
           Prepaid expenses ....................................       (690)       (229)
           Other assets ........................................        (99)       (434)
           Trade accounts payable ..............................     (5,393)     (7,248)
           Accrued and non-current liabilities .................     (5,993)      1,293
                                                                   --------    --------
Net cash provided by operating activities ......................     20,103      12,055
                                                                   --------    --------

INVESTING ACTIVITIES:

Purchase of marketable securities, net .........................     (2,519)       (834)
Capital expenditures ...........................................     (5,983)    (10,156)
Proceeds from sale of businesses ...............................          -       9,301
Purchases of businesses, net of cash ...........................     (6,382)     (7,323)
Net assets held for sale .......................................     (1,056)      3,104
                                                                   --------    --------
Net cash used in investing activities ..........................    (15,940)     (5,908)
                                                                   --------    --------

FINANCING ACTIVITIES:

Proceeds from issuance of common stock .........................          3           -
Net borrowings under revolving line-of-credit agreements .......      6,422       1,514
Repayment of debt ..............................................     (1,308)     (7,065)
Dividends paid .................................................     (2,973)     (2,827)
Reduction of ESOP debt guarantee ...............................        625      (7,032)
Other ..........................................................       (916)       (985)
                                                                   --------    --------
Net cash provided by (used in) financing activities ............      1,853     (16,395)
Effect of exchange rate changes on cash ........................      1,245      (1,491)
                                                                   --------    --------
Net increase (decrease) in cash and cash equivalents ...........      7,261     (11,739)
Cash and cash equivalents at beginning of period ...............      6,867      22,861
                                                                   --------    --------
Cash and cash equivalents at end of period .....................   $ 14,128    $ 11,122
                                                                   ========    ========
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.




                                     - 4 -
<PAGE>

<TABLE>
<CAPTION>

                          COLUMBUS MCKINNON CORPORATION
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)


                                                     THREE MONTHS ENDED     NINE MONTHS ENDED
                                                     ------------------     -----------------
                                                  JANUARY 2, DECEMBER 27, JANUARY 2, DECEMBER 27,
                                                     2000        1998        2000        1998
                                                     ----        ----        ----        ----
                                                                          (IN THOUSANDS)

<S>                                                <C>         <C>         <C>        <C>
Net income .....................................   $  3,254    $  6,444    $ 10,160    $ 18,743
                                                   --------    --------    --------    --------
Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustments .....       (740)       (555)        303        (617)
  Unrealized gains on investments:
    Unrealized holding gains arising during
      the period ...............................        878         899         476         678
    Less:  reclassification adjustment for gains
      included in net income ...................       (208)         22        (272)         (4)
                                                   --------    --------    --------    --------
                                                        670         921         204         674
                                                   --------    --------    --------    --------
Total other comprehensive income (loss) ........        (70)        366         507          57
                                                   --------    --------    --------    --------
Comprehensive income ...........................   $  3,184    $  6,810    $ 10,667    $ 18,800
                                                   ========    ========    ========    ========
</TABLE>


SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.






























                                     - 5 -
<PAGE>



                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 JANUARY 2, 2000

1.   The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for  interim  financial  information.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair presentation of the financial position of the Company at January
     2, 2000, and the results of its operations and its cash flows for the three
     and nine month periods  ended  January 2, 2000 and December 27, 1998,  have
     been  included.  Results  for the  period  ended  January  2,  2000 are not
     necessarily  indicative  of the results  that may be expected  for the year
     ended March 31, 2000. For further  information,  refer to the  consolidated
     financial  statements  and  footnotes  thereto  included  in  the  Columbus
     McKinnon  Corporation  annual  report on Form 10-K for the year ended March
     31, 1999.

     Columbus  McKinnon  Corporation  (the  Company)  is  a  leading  broad-line
     designer,  manufacturer  and supplier of  sophisticated  material  handling
     products  that  are  widely  distributed  to  industrial,  automotive,  and
     consumer markets worldwide;  integrated material handling solutions for the
     automotive   markets;   and  integrated  material  handling  solutions  for
     industrial  markets.  The Company's  material  handling  products are sold,
     domestically and  internationally,  principally to third party distributors
     in commercial and consumer  distribution  channels,  and to a lesser extent
     directly to  manufacturers  and other end-users.  The Company's  integrated
     material handling  solutions  automotive  business primarily deals with end
     users  and  sales  are  concentrated   domestically   and   internationally
     (primarily  North  America)  in  the  automotive  industry.  The  Company's
     integrated  material  handling  solutions  industrial  businesses also deal
     primarily  with end  users and sales  are  concentrated,  domestically  and
     internationally    (primarily    Europe),   in   the   consumer   products,
     manufacturing,   warehousing   and,   to  a  lesser   extent,   the  steel,
     construction, automotive and other industrial markets.


2.   Inventories consisted of the following:
                                                  JANUARY 2,          MARCH 31,
                                                     2000               1999
                                                 ------------------------------
                                                         (IN THOUSANDS)
     At cost - FIFO basis:

        Raw materials                            $    61,076        $    54,648
        Work-in-process                               19,251             21,663
        Finished goods                                41,065             45,042
                                                 -----------        -----------
                                                     121,392            121,353
     LIFO cost less than FIFO cost                    (6,372)            (5,374)
                                                 -----------        -----------
                                                 $   115,020        $   115,979
                                                 ===========        ===========

     An actual  valuation of inventory under the LIFO method can be made only at
     the end of each year based on the inventory  levels and costs at that time.
     Accordingly,  interim  LIFO  calculations  must  necessarily  be  based  on
     management's  estimates of expected  year-end  inventory  levels and costs.
     Because  these are  subject to many  forces  beyond  management's  control,
     interim results are subject to the final year-end LIFO inventory valuation.





                                     - 6 -
<PAGE>

3.   Property,  plant,  and equipment is net of $51,634,000  and  $42,048,000 of
     accumulated   depreciation   at  January  2,  2000  and  March  31,   1999,
     respectively.

4.   Goodwill and other intangibles, net includes $41,928,000 and $29,864,000 of
     accumulated   amortization   at  January  2,  2000  and  March  31,   1999,
     respectively.

5.   General and Product  Liability - The accrued general and product  liability
     costs,  which  are  included  in  other  non-current  liabilities,  are the
     actuarial  present  value  of  estimated   expenditures  based  on  amounts
     determined  from loss reports and individual  cases filed with the Company,
     and an  amount,  based on past  experience,  for  losses  incurred  but not
     reported.  The accrual in these condensed consolidated financial statements
     was  determined  by  applying a discount  factor  based on  interest  rates
     customarily used in the insurance industry.

6.   To manage its exposure to interest  rate  fluctuations,  the Company has an
     interest  rate swap with a notional  value of $3.5  million from January 2,
     1999  through  July 2, 2000,  based on LIBOR at  5.9025%.  Net  payments or
     receipts  under the swap  agreement are recorded as adjustments to interest
     expense.  The  carrying  amount of the  Company's  senior debt  instruments
     approximates  the  fair  value.  The  Company's  subordinated  debt  has an
     approximate  fair  market  value of  $177,000,000  which  is less  than its
     carrying amount of $199,561,000.

7.   The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings per share:

<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED          NINE MONTHS ENDED
                                                    ------------------          -----------------
                                                 JANUARY 2,   DECEMBER 27,   JANUARY 2,   DECEMBER 27,
                                                    2000          1998          2000          1998
                                                    ----          ----          ----          ----

Numerator for basic and diluted earnings per share:

<S>                                             <C>           <C>           <C>           <C>
  Net income ................................   $ 3,254,000   $ 6,444,000   $10,160,000   $18,743,000
                                                ===========   ===========   ===========   ===========

Denominators:
  Weighted-average common stock outstanding -
      denominator for basic EPS .............    14,209,000    13,951,000    14,109,000    14,210,000

  Effect of dilutive employee stock options .        12,000       112,000       105,000       160,000
                                                -----------   -----------   -----------    ----------


  Adjusted weighted-average common stock
     outstanding and assumed conversions -
     denominator for diluted EPS ............    14,221,000    14,063,000    14,214,000    14,370,000
                                                ===========   ===========   ===========   ===========
</TABLE>


8.   Income tax expense for the three month  periods  ended  January 2, 2000 and
     December 27, 1998 and also for the nine month  periods  then ended  exceeds
     the  customary  relationship  between  income tax expense and income before
     income taxes due to  nondeductible  amortization of goodwill of $4,062,000,
     $3,680,000, $12,064,000, and $11,323,000, respectively.

9.   On April 29, 1999,  the Company  acquired all of the  outstanding  stock of
     Washington Equipment Company ("WECO"), a regional manufacturer and servicer
     of overhead cranes. The total cost of the acquisition,  which was accounted
     for as a purchase,  was approximately $6.4 million of cash and was financed
     by proceeds from the Company's revolving debt facility.




                                     - 7 -
<PAGE>

     On March 1, 1999, GL International,  Inc. ("GL"),  was merged with and into
     the Company  through the issuance of 897,114 shares of newly issued Company
     stock and  options to  purchase  154,848  shares of  Company  stock for all
     issued  and  outstanding  stock and  options  of GL.  GL is a  full-service
     designer  and  builder  of  industrial  overhead  bridge and jib cranes and
     related components.  The merger was accounted for as a pooling of interests
     and,  accordingly,  the fiscal 1999 consolidated  financial statements have
     been  restated  to  include  the  accounts  of GL  from  the  date  of GL's
     formation,  April 1, 1997.  The fair market  value of the stock and options
     exchanged was approximately $20.6 million.

     Net sales and net income of the separate companies were as follows:
<TABLE>
<CAPTION>

                                       THREE MONTHS ENDED      NINE MONTHS ENDED
                                        DECEMBER 27, 1998      DECEMBER 27, 1998
                                        -----------------      -----------------
                                         (IN THOUSANDS)         (IN THOUSANDS)

     Net sales:

<S>                                         <C>                    <C>
       Columbus McKinnon, as reported ..    $ 171,727              $ 510,865
       GL International, Inc. ..........       17,085                 51,558
       Intercompany eliminations .......       (1,818)                (5,455)
                                            ---------              ---------
       Combined ........................    $ 186,994              $ 556,968
                                            =========              =========

     Net income:

       Columbus McKinnon, as reported ..    $   5,698              $  16,865
       GL International, Inc. ..........          700                  1,736
       Intercompany eliminations .......           46                    142
                                            ---------              ---------
       Combined ........................    $   6,444              $  18,743
                                            =========              =========
</TABLE>


     On January 29, 1999, the Company  acquired all of the outstanding  stock of
     Camlok Lifting  Clamps Limited  ("Camlok") and the net assets of the Tigrip
     product line  ("Tigrip")  for $10.6 million in cash.  The  acquisition  was
     accounted  for as a purchase  and was  financed  through  cash, a revolving
     credit  facility,  and a $4 million term note.  Camlok  manufactures  plate
     clamps,  crane  weighers  and  related  products  and is based in  Chester,
     England,  while the Tigrip line of standard and specialized plate clamps is
     produced in Germany.

     On December 4, 1998, the Company  acquired all of the outstanding  stock of
     Societe  D'Exploitation  des Raccords Gautier  ("Gautier"),  a French-based
     manufacturer of industrial  components.  The total cost of the acquisition,
     which was  accounted  for as a purchase,  was  approximately  $3 million in
     cash,  consisting  of $2.4 million  financed by proceeds from the Company's
     revolving debt facility and the assumption of certain debt.

     On August 21, 1998 the Company  acquired the net assets of Abell-Howe Crane
     division  ("Abell-Howe") of Abell-Howe Company, a regional  manufacturer of
     jib, gantry,  and bridge cranes.  The total cost of the acquisition,  which
     was  accounted  for as a purchase,  was  approximately  $7 million of cash,
     which was financed by proceeds from the Company's revolving debt facility.






                                     - 8 -
<PAGE>

     On August 7, 1998 the Company  sold its  Mechanical  Products  division,  a
     producer of circuit  controls and  protection  devices,  for $11.5 million,
     consisting of $9.1 million in cash and a $2.4 million note  receivable,  to
     Mechanical Products' senior management team. The selling price approximated
     the net book value of the division.

     The following  table  presents pro forma summary  information  for the nine
     month  period  ended  December  27,  1998 as if the  fiscal  1999  and 2000
     acquisitions and related borrowings and the sale of Mechanical Products had
     occurred as of April 1, 1998,  which is the  beginning of fiscal 1999.  The
     pro forma  information is provided for  informational  purposes only. It is
     based on historical information and does not necessarily reflect the actual
     results that would have occurred nor is it necessarily indicative of future
     results of operations of the combined enterprise:

                                                     NINE MONTHS ENDED
                                                     DECEMBER 27, 1998
                                                     -----------------
                                           (IN THOUSANDS, EXCEPT PER SHARE DATA)
         Pro forma:
              Net sales                                  $  558,393
              Income from operations                         63,419
              Net income                                     18,865
              Earnings per share, basic                        1.33
              Earnings per share, diluted                      1.31




































                                     - 9 -
<PAGE>



10.  As a result of the way the Company  manages the  business,  its  reportable
     segments are strategic business units that offer products and services with
     different  characteristics.  The most defining characteristic is the extent
     of customized  engineering required on a per-order basis. In addition,  the
     segments  serve  different  customer  bases  through  differing  methods of
     distribution.  The Company has three reportable segments: material handling
     products,   integrated  material  handling  solutions  -  industrial,   and
     integrated material handling solutions - automotive. The Company's material
     handling  products  segment sells  hoists,  chain,  attachments,  and other
     material  handling  products  principally  to third party  distributors  in
     commercial  and  consumer  distribution  channels.  The  material  handling
     solutions  automotive  segment sells engineered  material  handling systems
     such as conveyors  primarily to end-users in the  automotive  segment.  The
     material  handling  solutions  segment sells engineered  material  handling
     systems  such as  conveyors,  manipulators,  and lift tables  primarily  to
     end-users in the automotive segment,  general  manufacturing,  warehousing,
     and consumer products manufacturing industries.  The accounting policies of
     the segments are the same as those  described in the summary of significant
     accounting  policies.  Intersegment sales are not significant.  The Company
     evaluates  performance  based  on  operating  earnings  of  the  respective
     business units prior to the effects of amortization.

     Segment information as of and for the nine months ended January 2, 2000 and
     December 27, 1998, is as follows:

<TABLE>
<CAPTION>

                                                               NINE MONTHS ENDED JANUARY 2, 2000
                                                               ---------------------------------
                                                           SOLUTIONS -     SOLUTIONS -   ELIMINATIONS/
                                             PRODUCTS       INDUSTRIAL      AUTOMOTIVE       OTHER           TOTAL
                                             --------      -----------     -----------   -------------       -----
                                                                         (IN THOUSANDS)

<S>                                          <C>             <C>            <C>            <C>              <C>
     Sales to external customers.......      $400,205        $ 42,309       $ 111,509      $ (16,241)       $537,782
     Operating income before
        amortization...................        58,561           4,498            (970)        (1,410)         60,679
     Depreciation and amortization.....        15,093           2,340           4,217              -          21,650
     Total assets......................       508,544          68,429         194,759              -         771,732
     Capital expenditures..............         5,605             225             153              -           5,983


                                                               NINE MONTHS ENDED DECEMBER 27, 1998
                                                               -----------------------------------
                                                           SOLUTIONS -     SOLUTIONS -   ELIMINATIONS/
                                             PRODUCTS       INDUSTRIAL      AUTOMOTIVE       OTHER           TOTAL
                                             --------      -----------     -----------   -------------       -----

                                                                         (IN THOUSANDS)

     Sales to external customers.......      $391,315        $ 42,262        $131,792        $(8,401)       $556,968
     Operating income before
        amortization...................        56,000           3,929          14,474            123          74,526
     Depreciation and amortization.....        13,270           2,338           4,237            321          20,166
     Total assets......................       508,775          69,125         201,761              -         779,661
     Capital expenditures..............         8,563           1,359             232              2          10,156
</TABLE>



                                     - 10 -
<PAGE>


     The following schedule provides a reconciliation of operating income before
     amortization with consolidated income before income taxes:
<TABLE>
<CAPTION>

                                                                             NINE MONTHS ENDED
                                                                             -----------------
                                                                     JANUARY 2, 2000    DECEMBER 27, 1998
                                                                     ---------------    -----------------
                                                                              (IN THOUSANDS)

<S>                                                                    <C>                   <C>
        Operating income before amortization......................     $   60,679            $ 74,526
        Amortization of intangibles...............................        (12,064)            (11,323)
        Interest and debt expense.................................        (25,510)            (27,503)
        Interest and other income.................................          1,191                 867
                                                                           ------             -------
        Income before income taxes................................        $24,296             $36,567
                                                                          =======             =======
</TABLE>



































                                     - 11 -
<PAGE>


11.  The summary  financial  information  of the parent,  domestic  subsidiaries
     (guarantors)  and foreign  subsidiaries  (nonguarantors  of the 8.5% senior
     subordinated notes) follows:

<TABLE>
<CAPTION>

                                                                             Domestic     Foreign      Elimina-    Consoli-
(In thousands)                                                   Parent    Subsidiaries Subsidiaries     tions      dated
                                                               ------------------------------------------------------------
AS OF JANUARY 2, 2000
Current assets:
<S>                                                            <C>          <C>          <C>          <C>          <C>
 Cash and cash equivalents .................................   $   3,877    $   5,988    $   4,263    $       -    $  14,128
 Trade accounts receivable .................................      54,886       54,801       25,131            -      134,818
 Unbilled revenues .........................................           -       17,620            -            -       17,620
 Inventories ...............................................      49,468       38,986       27,602       (1,036)     115,020
 Other current assets ......................................       3,126       11,308        3,688            -       18,122
                                                               -------------------------------------------------------------
  Total current assets .....................................     111,357      128,703       60,684       (1,036)     299,708
Net property, plant, and equipment .........................      35,713       32,339       19,684            -       87,736
Goodwill and other intangibles, net ........................      41,929      255,806       51,473            -      349,208
Intercompany ...............................................     207,974     (371,172)     (65,302)     228,500            -
Other assets ...............................................     224,892      162,309       (1,442)    (350,679)      35,080
                                                               -------------------------------------------------------------
  Total assets .............................................   $ 621,865    $ 207,985    $  65,097    $ (123,215   $ 771,732
                                                               =============================================================


Current liabilities ........................................   $  34,693    $  50,301    $  21,951    $  (1,510)   $ 105,435
Long-term debt, less current portion .......................     423,138            -        6,294            -      429,432
Other non-current liabilities ..............................      13,057       21,433        3,025            -       37,515
                                                               -------------------------------------------------------------
  Total liabilities ........................................     470,888       71,734       31,270       (1,510)     572,382

Shareholders' equity .......................................     150,977      136,251       33,827     (121,705)     199,350
                                                               -------------------------------------------------------------
  Total liabilities and shareholders' equity ...............   $ 621,865    $ 207,985    $  65,097    $(123,215)   $ 771,732
                                                               =============================================================


Net sales ..................................................   $ 194,112    $ 265,648    $  94,263    $ (16,241)   $ 537,782
Cost of products sold ......................................     133,505      222,127       68,102      (16,202)     407,532
                                                               -------------------------------------------------------------
Gross profit ...............................................      60,607       43,521       26,161          (39)     130,250
                                                               -------------------------------------------------------------
Selling, general and administrative expenses ...............      29,323       23,054       17,194            -       69,571
Amortization of intangibles ................................       1,543        8,600        1,921            -       12,064
                                                               -------------------------------------------------------------
                                                                  30,866       31,654       19,115            -       81,635
                                                               -------------------------------------------------------------
Income from operations .....................................      29,741       11,867        7,046          (39)      48,615
Interest and debt expense ..................................      24,960            5          545            -       25,510
Interest and other income ..................................         686          234          271            -        1,191
                                                               -------------------------------------------------------------
Income before income taxes .................................       5,467       12,096        6,772          (39)      24,296
Income tax expense .........................................       2,720        8,209        3,222          (15)      14,136
                                                               -------------------------------------------------------------
Net income .................................................   $   2,747    $   3,887    $   3,550    $     (24)   $  10,160
                                                               =============================================================


FOR THE NINE MONTHS ENDED JANUARY 2, 2000
OPERATING ACTIVITIES:
Net cash provided by operating activities ..................   $   2,409    $  14,277    $   4,823    $  (1,406)   $  20,103
                                                               -------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net .....................      (2,519)           -            -            -       (2,519)
Capital expenditures .......................................      (3,501)      (1,439)      (1,043)           -       (5,983)
Purchases of businesses, net of cash .......................           -       (6,333)           -          (49)      (6,382)
Other ......................................................           -       (1,056)           -            -       (1,056)
                                                               -------------------------------------------------------------
Net cash used in investing activities ......................      (6,020)      (8,828)      (1,043)         (49)     (15,940)
                                                               -------------------------------------------------------------


                                     - 12 -
<PAGE>

FINANCING ACTIVITIES:
Proceeds from issuance of common stock .....................           3          136            -         (136)           3
Net borrowings (payments) under revolving
  line-of-credit agreements ................................       8,800            -       (2,378)           -        6,422
Repayment of debt ..........................................      (1,164)           -         (144)           -       (1,308)
Dividends paid .............................................      (2,969)          (5)      (1,579)       1,580       (2,973)
Other ......................................................        (291)           -            -            -         (291)
                                                               -------------------------------------------------------------
Net cash provided by (used in) financing ...................       4,379          131       (4,101)       1,444        1,853
activities

Effect of exchange rate changes on cash ....................           -            -        1,234           11        1,245
                                                               -------------------------------------------------------------
Net change in cash and cash equivalents ....................         768        5,580          913            -        7,261
Cash and cash equivalents at beginning of period ...........       3,109          408        3,350            -        6,867
                                                               -------------------------------------------------------------
Cash and cash equivalents at end of period .................   $   3,877    $   5,988    $   4,263    $       -    $  14,128
                                                               =============================================================


                                                                             Domestic      Foreign     Elimina-     Consoli-
(In thousands)                                                   Parent    Subsidiaries Subididiaries    tions       dated
                                                               -------------------------------------------------------------
AS OF DECEMBER 27, 1998
Current assets:
 Cash and cash equivalents .................................   $   6,627    $  (1,462)   $   5,957    $       -    $  11,122
 Trade accounts receivable .................................      55,583       70,649       21,283            -      147,515
 Unbilled revenues .........................................           -       17,986            -            -       17,986
 Inventories ...............................................      46,218       43,556       25,356       (1,056)     114,074
 Other current assets ......................................       1,696        8,630        4,277            -       14,603
                                                               -------------------------------------------------------------
  Total current assets .....................................     110,124      139,359       56,873       (1,056)     305,300
Net property, plant, and equipment .........................      36,257       33,368       18,430            -       88,055
Goodwill and other intangibles, net ........................      42,967      262,051       47,959            -      352,977
Intercompany ...............................................     208,358     (373,211)     (65,684)     230,537            -
Other assets ...............................................     218,002      163,582       (2,122)    (346,133)      33,329
                                                               -------------------------------------------------------------
  Total assets .............................................   $ 615,708    $ 225,149    $  55,456    $(116,652)   $ 779,661
                                                               =============================================================



Current liabilities ........................................   $  18,230    $  71,625    $  21,361    $     738    $ 111,954
Long-term debt, less current portion .......................     440,843        2,753        3,230            -      446,826
Other non-current liabilities ..............................      11,909       24,888        3,114            -       39,911
                                                               -------------------------------------------------------------
  Total liabilities ........................................     470,982       99,266       27,705          738      598,691

Shareholders' equity .......................................     144,726      125,883       27,751     (117,390)     180,970
                                                               -------------------------------------------------------------

  Total liabilities and shareholders' equity ...............   $ 615,708    $ 225,149    $  55,456    $(116,652)   $ 779,661
                                                               =============================================================

FOR THE NINE MONTHS ENDED DECEMBER 27, 1998

Net sales ..................................................   $ 196,972    $ 288,401    $  87,578    $ (15,983)   $ 556,968
Cost of products sold ......................................     139,632      228,483       63,161      (16,059)     415,217
                                                               -------------------------------------------------------------
Gross profit ...............................................      57,340       59,918       24,417           76      141,751
                                                               -------------------------------------------------------------
Selling, general and administrative expenses ...............      25,447       26,057       15,721            -       67,225
Amortization of intangibles ................................       1,467        8,269        1,587            -       11,323
                                                               -------------------------------------------------------------
                                                                  26,914       34,326       17,308            -       78,548
                                                               -------------------------------------------------------------
Income from operations .....................................      30,426       25,592        7,109           76       63,203
Interest and debt expense ..................................      26,144          919          440            -       27,503
Interest and other income ..................................         934          144         (211)           -          867
                                                               -------------------------------------------------------------
Income before income taxes .................................       5,216       24,817        6,458           76       36,567
Income tax expense .........................................       2,625       12,181        2,990           28       17,824
                                                               -------------------------------------------------------------
Net income .................................................   $   2,591    $  12,636    $   3,468    $      48    $  18,743
                                                               =============================================================


                                     - 13 -
<PAGE>


FOR THE NINE MONTHS ENDED DECEMBER 27, 1998
OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities.........   $   8,102    $  (2,421)   $   6,342    $      32    $  12,055
                                                               -------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net .....................        (834)           -            -            -         (834)
Capital expenditures .......................................      (6,755)      (2,074)      (1,327)           -      (10,156)
Proceeds from sale of businesses ...........................       9,390          (89)           -            -        9,301
Purchases of businesses, net of cash .......................      (7,000)        (323)           -            -       (7,323)
Other ......................................................           -        3,104            -            -        3,104
                                                               -------------------------------------------------------------
Net cash (used in) provided by investing activities.........      (5,199)         618       (1,327)           -       (5,908)
                                                               -------------------------------------------------------------


FINANCING ACTIVITIES:
Net borrowings (payments) under revolving
  line-of-credit agreements ................................      (2,600)       5,898       (1,784)           -        1,514
Repayment of debt ..........................................        (822)      (6,345)         102            -       (7,065)
Dividends paid .............................................      (2,827)           -            -            -       (2,827)
Other ......................................................      (8,017)           -            -            -       (8,017)
                                                               -------------------------------------------------------------
Net cash used in financing activities ......................     (14,266)        (447)      (1,682)           -      (16,395)
Effect of exchange rate changes on cash ....................          (1)           -       (1,458)         (32)      (1,491)
                                                               -------------------------------------------------------------
Net change in cash and cash equivalents ....................     (11,364)      (2,250)       1,875            -      (11,739)
Cash and cash equivalents at beginning of period ...........      17,991          788        4,082            -       22,861
                                                               -------------------------------------------------------------
Cash and cash equivalents at end of period .................   $   6,627    $  (1,462)   $   5,957    $       -    $  11,122
                                                               =============================================================
</TABLE>




12.  In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
     Statement  No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
     Activities"  (SFAS 133).  In June 1999,  the FASB  issued  SFAS 137,  which
     defers the effective date of SFAS 133 to fiscal years  beginning after June
     15, 2000.  SFAS133  establishes  accounting  and  reporting  standards  for
     derivative  instruments and hedging  activities.  It requires that entities
     recognize all  derivatives as either assets or liabilities in the statement
     of financial  position and measure  those  instruments  at fair value.  The
     intended use of the derivative and its designation as either (1) a hedge of
     the  exposure  to  changes  in the  fair  value  of a  recognized  asset or
     liability  or a firm  commitment  (a fair  value  hedge) (2) a hedge of the
     exposure to variable  cash flows of a forecasted  transaction  (a cash flow
     hedge), or (3) a hedge of the foreign currency exposure of a net investment
     in a foreign operation (a foreign currency hedge),  will determine when the
     gains and losses on the  derivatives are reported in earnings and when they
     are to be  reported  as a  component  of other  comprehensive  income.  The
     adoption  of SFAS 133 is not  expected  to have a  material  impact  on the
     financial position or results of operations of the Company.

13.  In a January 11, 2000 press  release,  the  Company  announced  that it has
     retained Bear, Stearns & Co. Inc. to advise it on strategic alternatives to
     maximize shareholder value, including a sale or merger of the Company.

     The Company had previously announced in its October 26, 1999 second quarter
     earnings  release,  its plan to  engage an  advisor  to  explore  strategic
     alternatives  for the  Company's  Solutions-Automotive  segment  made up of
     Automatic Systems, Inc. ("ASI"). The strategic alternatives to be evaluated
     include  the  sale of ASI,  restructuring  of its  operational  focus,  and
     diversification  of the markets it serves.  The strategic  evaluation is in
     process.




                                     - 14 -
<PAGE>



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


OVERVIEW

The  Company  is  a   broad-line   designer,   manufacturer,   and  supplier  of
sophisticated   material  handling  products  that  are  widely  distributed  to
industrial,  automotive  and consumer  markets  worldwide;  integrated  material
handling solutions for the automotive markets;  and integrated material handling
solutions for industrial  markets  worldwide.  The Company's  material  handling
products are sold, domestically and internationally,  principally to third party
distributors in commercial and consumer distribution  channels,  and to a lesser
extent directly to manufacturers  and other end-users.  Commercial  distribution
channels    include    general     distributors,     specialty     distributors,
service-after-sale distributors,  original equipment manufacturers ("OEMs"), and
the U.S. and Canadian  governments.  The general  distributors  are comprised of
industrial   distributors,   rigging   shops  and  crane   builders.   Specialty
distributors   include  catalog  houses,   material  handling   specialists  and
entertainment equipment riggers. The service-after-sale  network includes repair
parts  distribution  centers,  chain service centers,  and hoist repair centers.
Consumer   distribution   channels   include   mass   merchandisers,    hardware
distributors,   trucking  and   transportation   distributors,   farm   hardware
distributors  and rental outlets.  The Company's  integrated  material  handling
solutions  automotive  business  primarily  deals with  end-users  and sales are
concentrated,  domestically and internationally (primarily North America) in the
automotive  industry.  The  Company's  integrated  material  handling  solutions
industrial   businesses  also  deal  primarily  with  end-users  and  sales  are
concentrated,  domestically and internationally  (primarily Europe), in consumer
products  manufacturing,  warehousing  and,  to  a  lesser  extent,  the  steel,
construction, automotive, and other industrial markets.


RESULTS OF OPERATIONS

THREE MONTHS AND NINE MONTHS ENDED JANUARY 2, 2000 AND DECEMBER 27, 1998
Net sales in the fiscal 2000 quarter ended January 2, 2000 were $174,173,000,  a
decrease of  $12,821,000 or 6.9% from the fiscal 1999 quarter ended December 27,
1998. Net sales for the nine months ended January 2, 2000 were  $537,782,000,  a
decrease of  $19,186,000  or 3.4% from the nine months ended  December 27, 1998.
Sales in the Products  segment were  consistent with the previous year's quarter
as a result of continued softness in most industrial  markets.  Products segment
sales were up  $8,890,000 or 2.3% for the nine months ended January 2, 2000 over
the  prior  year  period,  primarily  as a result of the  additions  of WECO and
Abell-Howe  offset  by  softness  in  most  industrial  markets.  Sales  in  the
Solutions-Industrial  segment  rose 5.8% or $829,000  for the three months ended
January 2, 2000 as a result of strength in the Scandinavian  markets.  Sales for
the nine  months  ended  January  2,  2000  are  consistent  with  the  previous
year-to-date  period  as  strength  in most  markets  was  offset  by  continued
sluggishness in the scissor lift market. The Solutions-Automotive  segment had a
sales decrease of 27.0% or $13,034,000  for the quarter and 15.4% or $20,283,000
for the nine months ended  January 2, 2000.  The decreases are the result of the
impact of  lagging  business  from a major  customer  due to a shift in  capital
spending  from small car to truck and Sport Utility  Vehicle  (SUV) plants.  The
decrease in the Eliminations/Other  segment for the nine months ended January 2,
2000 is a result of the sale of Mechanical Products in August of 1998.




                                     - 15 -
<PAGE>

Sales in the  individual  segments were as follows,  in thousands of dollars and
with percentage changes for each group:
<TABLE>
<CAPTION>

                          THREE MONTHS ENDED                              NINE MONTHS ENDED
                          ------------------                              -----------------
                         JAN. 2,     DEC. 27,         CHANGE             JAN. 2,     DEC. 27,             CHANGE
                         -------     --------         ------             ------      --------             ------
                          2000         1998       AMOUNT       %          2000         1998         AMOUNT        %
                          ----         ----       ------       -          ----         ----         ------        -
                                                   (IN THOUSANDS, EXCEPT PERCENTAGES)

<S>                    <C>         <C>           <C>        <C>         <C>          <C>          <C>            <C>
Products ...........   $ 129,653    $ 130,501    $   (848)   (0.6)      $ 400,205    $ 391,315    $   8,890       2.3
Solutions-Industrial      15,059       14,230         829     5.8          42,309       42,262           47       0.1
Solutions-Automotive      35,188       48,222     (13,034)  (27.0)        111,509      131,792      (20,283)    (15.4)
Eliminations/Other .      (5,727)      (5,959)        232     3.9         (16,241)      (8,401)      (7,840)    (93.3)
                       ---------    ---------    ---------  -----       ---------    ---------    ---------     -----
    Net sales ......   $ 174,173    $ 186,994    $(12,821)   (6.9)      $ 537,782    $ 556,968    $ (19,186)     (3.4)
                       =========    =========    =========              =========    =========    =========
</TABLE>


The Company's  gross profit margins were  approximately  24.9% and 25.3% for the
fiscal 2000 and 1999  quarters,  respectively,  and 24.2% and 25.5% for the nine
months ended January 2, 2000 and December 27, 1998,  respectively.  The decrease
in the current  quarter and nine month period margin  relative to the respective
periods in the prior year is the result of varying  effects  among the company's
segments.  The gross profit  margin in the Products  segment for the quarter was
down slightly from the previous year's quarter due to a lower number of shipping
days in the current  fiscal  quarter and the lower  margin  attributed  to crane
builder sales which are now a larger part of the Products segment.  For the nine
month period ended  January 2, 2000 for the Products  segment,  the gross profit
margin showed continued improvement over the respective period in the prior year
as  a  result  of  the  continued  integration  of  acquisitions,   particularly
consolidated purchasing efforts. The Solutions-Industrial  segment experienced a
slight  increase in margins for the current  quarter and nine month periods when
compared to the prior year as a result of increased  sales volume.  Gross margin
in the Solutions-Automotive  segment decreased significantly for the quarter and
nine month period ended January 2, 2000 as a result of reduced volume created by
a major customer's delay in capital  expenditures due to a shift in its spending
from small car to truck and SUV plants and cost overruns on several foreign jobs
during the second quarter of fiscal 2000.

Selling  expenses were  $13,405,000 and $12,838,000 for the fiscal 2000 and 1999
quarters,  respectively,  and  $38,575,000  and  $38,529,000 for the nine months
ended  January 2, 2000 and December 27, 1998,  respectively.  As a percentage of
consolidated net sales,  selling expenses were 7.7% and 6.9% for the fiscal 2000
and 1999  quarters,  respectively,  and 7.2% and 6.9% for the nine months  ended
January 2, 2000 and December 27, 1998,  respectively.  Increased  percentages in
the current  year periods  resulted  from the  relationship  of expenses to soft
revenues.

General and  administrative  expenses were $9,762,000 and $9,477,000 000 for the
fiscal 2000 and 1999 quarters,  respectively,  and $30,031,000,  and $28,696,000
for the nine months ended  January 2, 2000 and December 27, 1998,  respectively.
The fiscal 2000 expenses were impacted by the additions of WECO and  Abell-Howe.
As a percentage of consolidated net sales,  general and administrative  expenses
were 5.6% and 5.1% for the fiscal 2000 and 1999 quarters, respectively, and 5.6%
and 5.2% for the nine  months  ended  January  2, 2000 and  December  27,  1998,
respectively.  Increased  percentages in the current year periods  resulted from
the relationship of expenses to soft revenues.

The Company  incurred proxy contest related  expenses  amounting to $965,000 for
the nine  months  ended  January 2, 2000  relative to the August 16, 1999 annual
shareholders meeting and annual director elections.


                                     - 16 -
<PAGE>

Amortization  of  intangibles  was $4,062,000 and $3,680,000 for the fiscal 2000
and 1999 quarters,  respectively,  and  $12,064,000 and $11,323,000 for the nine
months ended  January 2, 2000 and December  27, 1998,  respectively.  The fiscal
2000  increase  is  due to the  amortization  of  goodwill  resulting  from  the
acquisitions of Abell-Howe, Gautier, Camlok-Tigrip, and WECO.

As a result of the above, income from operations  decreased  $5,224,000 or 24.4%
for the fiscal 2000 quarter and  decreased  $14,588,000  or 23.1% for the fiscal
2000 nine month period  compared to the respective  periods in fiscal 1999. This
is based on income from operations of $16,176,000 and $21,400,000 for the fiscal
2000 and 1999 quarters,  respectively,  and $48,615,000, and $63,203,000 for the
nine months ended January 2, 2000 and December 27, 1998, respectively.

Interest and debt expense was  $8,937,000 and $9,253,000 for the fiscal 2000 and
1999 quarters, respectively, and $25,510,000 and $27,503,000 for the nine months
ended  January 2, 2000 and  December  27,  1998,  respectively.  The fiscal 2000
decrease is primarily due to the payment of debt based on strong  operating cash
flow over the last 12 months  less  funds  used to  finance  acquisitions.  As a
percentage  of  consolidated  net sales,  interest and debt expense was 5.1% and
4.9% for the fiscal 2000 and 1999 quarters,  respectively, and 4.7% and 4.9% for
the nine months ended January 2, 2000 and December 27, 1998, respectively.

Interest and other income was $638,000 and $233,000 for the fiscal 2000 and 1999
quarters,  respectively,  and  $1,191,000 and $867,000 for the nine months ended
January 2, 2000 and December 27, 1998, respectively.

Income taxes as a percentage  of income before income taxes were 58.7% and 47.9%
for the fiscal 2000 and 1999 quarters, respectively, and 58.2% and 48.7% for the
nine months  ended  January 2, 2000 and December  27,  1998,  respectively.  The
percentages  reflect  the  effect  of  nondeductible  amortization  of  goodwill
resulting from acquisitions.

Net income,  therefore,  decreased  $3,190,000  or 49.5% for the  quarter  ended
January  2, 2000 and  decreased  $8,583,000  or 45.8% for the nine  months  then
ended. This is based on net income of $3,254,000,  and $6,444,000 for the fiscal
2000 and 1999 quarters,  respectively,  and  $10,160,000 and $18,743,000 for the
nine months ended January 2, 2000 and December 27, 1998, respectively.


LIQUIDITY AND CAPITAL RESOURCES

On  April  29,  1999,  the  Company  acquired  all of the  outstanding  stock of
Washington  Equipment  Company (WECO) for $6.4 million in cash,  financed by the
Company's revolving credit facility.

On March 1, 1999,  GL was merged with and into the Company  through the issuance
of 897,114 shares of newly issued Company stock and options to purchase  154,848
shares of Company stock for all issued and outstanding  stock and options of GL.
The fair market value of the stock and options exchanged was approximately $20.6
million.

On January 29, 1999, the Company acquired all of the outstanding stock of Camlok
and the net  assets  of the  Tigrip  product  line for  $10.6  million  in cash,
financed by a German subsidiary revolving credit facility and term note.

On  December 4, 1998,  the  Company  acquired  all of the  outstanding  stock of
Gautier  for $3 million in cash,  financed  by the  Company's  revolving  credit
facility.



                                     - 17 -
<PAGE>

During October 1998, the Company's ESOP borrowed $7,682,000 from the Company and
purchased  479,900  shares  of  Company  common  stock on the open  market at an
average cost of $16 per share.

On August 21, 1998,  the Company  acquired the net assets of  Abell-Howe  for $7
million in cash, financed by the Company's revolving credit facility.

On August 7, 1998, the Company sold its Mechanical  Products  division for $11.5
million, consisting of $9.1 million in cash and a $2.4 million note receivable.

The 1998 Revolving Credit Facility provides availability up to $300 million, due
March 31, 2003, against which $221.2 million was outstanding at January 2, 2000.
Interest  is payable at varying  Eurodollar  rates  based on LIBOR plus a spread
determined by the Company's  leverage ratio,  amounting to 200.0 basis points at
February  16,  2000.  The 1998  Revolving  Credit  Facility  is  secured  by all
equipment, inventory, receivables,  subsidiary stock (limited to 65% for foreign
subsidiaries) and intellectual property. To manage its exposure to interest rate
fluctuations, the Company has an interest rate swap.

The  senior  subordinated  8 1/2% Notes  issued on March 31,  1998  amounted  to
$199,468,000,  net of original  issue discount of $532,000 and are due March 31,
2008.  Interest is payable  semi-annually  based on an effective  rate of 8.45%,
considering  $1,902,000  of  proceeds  from  rate  hedging  in  advance  of  the
placement.   Provisions  of  the  8  1/2%  Notes  include,  without  limitation,
restrictions  of liens,  indebtedness,  asset  sales,  and  dividends  and other
restricted payments.  Prior to April 1, 2003, the 8 1/2% Notes are redeemable at
the option of the  Company,  in whole or in part,  at the  Make-Whole  Price (as
defined).  On or after April 1, 2003,  they are  redeemable at prices  declining
annually  from 108.5% to 100% on and after  April 1, 2006.  In  addition,  on or
prior to April 1, 2001,  the  Company  may  redeem up to 35% of the  outstanding
notes with the proceeds of equity  offerings  at a  redemption  price of 108.5%,
subject  to  certain  restrictions.  In the  event of a Change  of  Control  (as
defined),  each holder of the 8 1/2% Notes may require the Company to repurchase
all or a portion of such holder's 8 1/2% Notes at a purchase price equal to 101%
of the principal amount thereof. The 8 1/2% Notes are not subject to any sinking
fund requirements.

The Company believes that its cash on hand, cash flows,  and borrowing  capacity
under its  revolving  credit  facility  will be  sufficient  to fund its ongoing
operations,  budgeted capital  expenditures,  and business  acquisitions for the
next twelve months.

Net cash provided by operating  activities was  $20,103,000  for the nine months
ended January 2, 2000,  an increase of $8,048,000  over the net cash provided by
operating activities for the nine months ended December 27, 1998 of $12,055,000.
The  significant  increase is  primarily  due to changes in the working  capital
needs of Automatic Systems Inc., formerly LICO, Inc.

Net cash used in  investing  activities  increased to  $15,940,000  for the nine
months ended January 2, 2000 from  $5,908,000 for the nine months ended December
27, 1998. The $10,032,000  difference is due primarily to proceeds received as a
result of the sale of Mechanical Products in the prior year.

Net cash provided by financing  activities  was  $1,853,000  for the nine months
ended  January  2,  2000  while  net  cash  used  in  financing  activities  was
$16,395,000 for the nine months ended December 27, 1998. The $18,248,000  change
is due to several  factors  including the following:  borrowings used to acquire
WECO in the  current  year,  the  repurchase  of  common  stock on behalf of the
Company's  ESOP in the prior year,  and the net  repayment  of debt in the prior
year.



                                     - 18 -
<PAGE>

CAPITAL EXPENDITURES

In addition to keeping its current equipment and plants properly maintained, the
Company is committed to replacing, enhancing, and upgrading its property, plant,
and  equipment  to reduce  production  costs,  increase  flexibility  to respond
effectively to market fluctuations and changes, meet environmental requirements,
enhance safety, and promote  ergonomically  correct work stations.  Consolidated
capital  expenditures for the nine months ended January 2, 2000 and December 27,
1998 were $5,983,000 and  $10,156,000,  respectively.  The lower spending in the
current  year  reflects  a  deferral  of  certain  projects  due to soft  market
conditions.


INFLATION AND OTHER MARKET CONDITIONS

The  Company's  costs are affected by inflation  in the U.S.  economy,  and to a
lesser extent, in foreign economies including those of Europe,  Canada,  Mexico,
and the Pacific  Rim.  The Company  does not believe  that  inflation  has had a
material effect on results of operations over the periods  presented  because of
low inflation levels over the periods and because the Company has generally been
able to pass on rising costs through  price  increases.  However,  in the future
there can be no assurance  that the  Company's  business will not be affected by
inflation or that it will be able to pass on cost increases.


SEASONALITY AND QUARTERLY RESULTS

Quarterly  results may be  materially  affected by the timing of large  customer
orders, by periods of high vacation concentrations,  and by acquisitions and the
magnitude  of  acquisition  costs.  Therefore,  the  operating  results  for any
particular  fiscal  quarter are not  necessarily  indicative  of results for any
subsequent fiscal quarter or for the full fiscal year.


YEAR 2000 CONVERSIONS

The Company successfully  transitioned into the Year 2000. During the millennium
weekend, a corporate-wide  team of internal and external resources  performed an
on-site  assessment  of  business  systems,  infrastructure,  telecommunications
components and facilities.  No significant issues were identified,  nor have any
arisen to date.

The Company  completed its Y2K assessment in 1999. By year-end,  at least 98% of
all  computer-controlled  equipment and software were Y2K ready.  The components
that were not Y2K ready did not pose  significant  operational  concerns for the
Company.  The remaining  modifications  are scheduled for completion by February
2000. All areas are operating as designed,  however the Company is continuing to
monitor the Y2K status of all business units.

Additionally,  the Company surveyed critical  suppliers to assess their level of
readiness.  To date,  none of our  suppliers  have  informed us of any Year 2000
issues impacting their ability to provide us with product or service.

The cost of the Year 2000  initiatives is not material to the Company's  results
of operations or financial position.



                                     - 19 -
<PAGE>

The forward looking statements  contained in "YEAR 2000 CONVERSIONS"  should
be read in conjunction  with the Company's  disclosures  under the heading "Safe
Harbor Statement under the Private Securities Litigation Reform Act of 1995".


EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities" (SFAS
133). In June 1999, the FASB issued SFAS 137, which defers the effective date of
SFAS 133 to fiscal  years  beginning  after June 15, 2000.  SFAS133  establishes
accounting  and  reporting  standards  for  derivative  instruments  and hedging
activities. It requires that entities recognize all derivatives as either assets
or  liabilities  in the  statement  of  financial  position  and  measure  those
instruments  at  fair  value.  The  intended  use  of  the  derivative  and  its
designation  as either (1) a hedge of the  exposure to changes in the fair value
of a recognized  asset or liability or a firm  commitment  (a fair value hedge),
(2) a hedge of the exposure to variable  cash flows of a forecasted  transaction
(a cash flow hedge),  or (3) a hedge of the foreign  currency  exposure of a net
investment in a foreign  operation (a foreign  currency  hedge),  will determine
when the gains and losses on the  derivatives  are reported in earnings and when
they are to be  reported  as a  component  of other  comprehensive  income.  The
adoption of SFAS 133 is not expected to have a material  impact on the financial
position or results of operations of the Company.


SUBSEQUENT EVENT

In a January 11, 2000 press release,  the Company announced that it has retained
Bear,  Stearns & Co. Inc.  to advise it on  strategic  alternatives  to maximize
shareholder value, including a sale or merger of the Company.


SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report may include  "forward-looking  statements" within the meaning of the
Private Securities  Litigation Reform Act of 1995. Such statements involve known
and unknown risks,  uncertainties  and other factors that could cause the actual
results of the  Company  to differ  materially  from the  results  expressed  or
implied by such statements,  including general economic and business conditions,
conditions  affecting the industries served by the Company and its subsidiaries,
conditions affecting the Company's customers and suppliers, competitor responses
to the Company's  products and services,  the overall market  acceptance of such
products  and  services,  the  integration  of  acquisitions  and other  factors
disclosed  in  the  Company's   periodic  reports  filed  with  the  Commission.
Consequently such forward-looking statements should be regarded as the Company's
current  plans,  estimates  and  beliefs.  The Company  does not  undertake  and
specifically  declines  any  obligation  to publicly  release the results of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or  circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.












                                     - 20 -
<PAGE>


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings - none.

Item 2.  Changes in Securities - none.

Item 3.  Defaults upon Senior Securities - none.

Item 4.  Submission of Matters to a Vote of Security Holders - none.

Item 5.  Other Information - none.

Item 6.  Exhibits and Reports on Form 8-K

         Exhibit 10.1   Fourth Amendment and  Waiver,  dated as  of February 15,
                        2000, to the Credit  Agreement,  dated as of  March  31,
                        1998,  among  Columbus  McKinnon  Corporation,   as  the
                        Borrower,  the banks,  financial  institutions and other
                        institutional lenders named therein, as Initial Lenders,
                        Fleet National Bank, as the Initial Issuing Bank,  Fleet
                        National Bank, as the Swing Line Bank and Fleet National
                        Bank, as the Administrative Agent.

         There are no reports on Form 8-K.

































                                     - 21 -
<PAGE>


                                   SIGNATURES

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


                                            COLUMBUS MCKINNON CORPORATION
                                            -----------------------------
                                            (Registrant)






Date: FEBRUARY 16, 2000                     /S/ ROBERT L. MONTGOMERY, JR.
      ------------------                    -----------------------------
                                            Robert L. Montgomery, Jr.
                                            Executive Vice President and
                                              Chief Financial Officer (Principal
                                              Financial Officer)