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 1934

For the quarterly period ended July 4, 1999

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.

For the transition period from                     to
                                ------------------    ------------------

Commission File 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 July 31, 1999 was:
14,844,300 shares.



<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                  JULY 4, 1999


                                                                          PAGE #
                                                                          ------
PART I.  FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

        Condensed consolidated balance sheets -
           July 4, 1999 and March 31, 1999                                     2

        Condensed consolidated statements of income and retained earnings -
           Three months ended July 4, 1999 and June 28, 1998                   3

        Condensed consolidated statements of cash flows -
           Three months ended July 4, 1999 and June 28, 1998                   4

        Condensed consolidated statements of comprehensive income -
           Three months ended July 4, 1999 and June 28, 1998                   5

        Notes to condensed consolidated financial statements -
           July 4, 1999                                                        6

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


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings                                                  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

<PAGE>


PART I.     FINANCIAL INFORMATION

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

                                     COLUMBUS MCKINNON CORPORATION
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                              (UNAUDITED)
                                                                           JULY 4,    MARCH 31,
                                                                            1999        1999
                                                                         ---------    ---------
ASSETS:                                                                      (IN THOUSANDS)
Current assets:
<S>                                                                      <C>          <C>
      Cash and cash equivalents ......................................   $   3,484    $   6,867
      Trade accounts receivable ......................................     135,797      136,988
      Unbilled revenues ..............................................      13,462        9,821
      Inventories ....................................................     114,127      115,979
      Net assets held for sale .......................................       8,285        8,214
      Prepaid expenses ...............................................       9,006        8,160
                                                                         ---------    ---------
Total current assets .................................................     284,161      286,029
Net property, plant, and equipment ...................................      90,439       90,004
Goodwill and other intangibles, net ..................................     356,922      357,727
Marketable securities ................................................      20,346       19,355
Deferred taxes on income .............................................       5,551        5,627
Other assets .........................................................       7,920        8,169
                                                                         ---------    ---------
Total assets .........................................................   $ 765,339    $ 766,911
                                                                         =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks .........................................   $   4,439    $   4,590
      Trade accounts payable .........................................      46,175       54,651
      Excess billings ................................................       6,997        5,058
      Accrued liabilities ............................................      48,084       54,331
      Current portion of long-term debt ..............................       1,491        1,926
                                                                         ---------    ---------
Total current liabilities ............................................     107,186      120,556
Senior debt, less current portion ....................................     226,714      222,165
Subordinated debt ....................................................     199,534      199,521
Other non-current liabilities ........................................      36,633       35,995
                                                                         ---------    ---------
Total liabilities ....................................................     570,067      578,237
Shareholders' equity:
      Common stock ...................................................         147          146
      Additional paid-in capital .....................................     105,914      102,313
      Retained earnings ..............................................     105,865      100,455
      ESOP debt guarantee ............................................      (9,656)      (9,865)
      Unearned restricted stock ......................................      (4,200)      (1,009)
      Total accumulated other comprehensive income (loss) ............      (2,798)      (3,366)
                                                                         ---------    ---------
Total shareholders' equity ...........................................     195,272      188,674
                                                                         ---------    ---------
Total liabilities and shareholders' equity ...........................   $ 765,339    $ 766,911
                                                                         =========    =========
See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                      -2-
<PAGE>
<TABLE>
<CAPTION>

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





                                                                          THREE MONTHS ENDED
                                                                          ------------------
                                                                          JULY 4,      JUNE 28,
                                                                            1999         1998
                                                                         ---------    ---------
                                                                         (IN THOUSANDS, EXCEPT
                                                                             PER SHARE DATA)


<S>                                                                      <C>          <C>
Net sales ............................................................   $ 181,601    $ 184,616
Cost of products sold ................................................     134,489      137,302
                                                                         ---------    ---------
Gross profit .........................................................      47,112       47,314

Selling expenses .....................................................      12,758       12,872
General and administrative expenses ..................................       9,487        9,439
Amortization of intangibles ..........................................       4,002        3,778
                                                                         ---------    ---------
                                                                            26,247       26,089
                                                                         ---------    ---------

Income from operations ...............................................      20,865       21,225
Interest and debt expense ............................................       8,279        8,948
Interest and other income ............................................         247          371
                                                                         ---------    ---------
Income before income taxes ...........................................      12,833       12,648
Income tax expense ...................................................       6,439        6,273
                                                                         ---------    ---------
Net income ...........................................................       6,394        6,375
Retained earnings - beginning of period ..............................     100,455       76,744
Cash dividends of $0.07 per share ....................................        (984)        (940)
                                                                         ---------    ---------
Retained earnings - end of period ....................................   $ 105,865    $  82,179
                                                                         =========    =========

Earnings per share data, basic .......................................   $    0.46    $    0.44
                                                                         =========    =========
Earnings per share data, diluted .....................................   $    0.45    $    0.44
                                                                         =========    =========


See accompanying notes to condensed consolidated financial statements.
</TABLE>






                                      -3-

<PAGE>
<TABLE>
<CAPTION>


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

                                                                           THREE MONTHS ENDED
                                                                           ------------------
                                                                           JULY 4,      JUNE 28,
                                                                            1999         1998
                                                                         ---------    ---------
                                                                             (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                      <C>          <C>
Net income ...........................................................   $   6,394    $   6,375
Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization ..................................       7,225        6,773
     Deferred income taxes ...........................................         141         (404)
      Other ..........................................................         190          106
      Changes in operating assets and liabilities net of effects
         from businesses purchased:
           Trade accounts receivable .................................       2,918      (19,794)
           Unbilled revenues and excess billings .....................      (1,702)      (1,057)
           Inventories ...............................................       2,823        2,230
           Prepaid expenses ..........................................        (844)          48
           Other assets ..............................................         168         (436)
           Trade accounts payable ....................................      (9,775)     (10,737)
           Accrued and non-current liabilities .......................      (4,242)       5,800
                                                                         ---------    ---------
Net cash provided by (used in) operating activities ..................       3,296      (11,096)
                                                                         ---------    ---------

INVESTING ACTIVITIES:
Purchase of marketable securities, net of sales ......................      (2,138)      (1,055)
Capital expenditures .................................................      (2,323)      (2,227)
Purchases of businesses, net of cash .................................      (6,366)        (304)
Net assets held for sale .............................................         (71)         (33)
                                                                         ---------    ---------
Net cash used in investing activities ................................     (10,898)      (3,619)
                                                                         ---------    ---------

FINANCING ACTIVITIES:
Proceeds from issuance of common stock ...............................           1            -
Net borrowings under revolving line-of-credit agreements .............       4,849        4,143
Repayment of debt ....................................................        (886)      (5,629)
Dividends paid .......................................................        (984)        (940)
Reduction of ESOP debt guarantee .....................................         209          219
Other ................................................................        (131)        (841)
                                                                         ---------    ---------
Net cash provided by (used in) financing activities ..................       3,058       (3,048)
Effect of exchange rate changes on cash ..............................       1,161         (467)
                                                                         ---------    ---------
Net increase in cash and cash equivalents ............................      (3,383)     (18,230)
Cash and cash equivalents at beginning of period .....................       6,867       22,861
                                                                         ---------    ---------
Cash and cash equivalents at end of period ...........................   $   3,484    $   4,631
                                                                         =========    =========

See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                      -4-

<PAGE>
<TABLE>
<CAPTION>


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

                                                                          THREE MONTHS ENDED
                                                                          ------------------
                                                                          JULY 4,    JUNE 28,
                                                                            1999      1998
                                                                          -------    -------
                                                                            (IN THOUSANDS)

<S>                                                                       <C>        <C>
Net income ............................................................   $ 6,394    $ 6,375
                                                                          -------    -------
Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustments ............................       515       (269)
  Unrealized gains on investments:
    Unrealized holding gains arising during the period ................        53         47
    Less:  reclassification adjustment for gains included in net income      --          (76)
                                                                          -------    -------
                                                                               53        (29)
                                                                          -------    -------
Total other comprehensive income (loss) ...............................       568       (298)
                                                                          -------    -------
Comprehensive income ..................................................   $ 6,962    $ 6,077
                                                                          =======    =======


See accompanying notes to condensed consolidated financial statements.
</TABLE>


























                                      -5-
<PAGE>



                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JULY 4, 1999


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 July 4,
     1999,  and the results of its  operations  and its cash flows for the three
     month  periods  ended July 4, 1999 and June 28, 1998,  have been  included.
     Results for the period ended July 4, 1999 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  and  integrated  material  handling  solutions  that  are  widely
     distributed to industrial,  automotive, and consumer 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.  The  Company's  integrated  material
     handling  solutions  businesses  primarily  deal with end  users.  Material
     handling solution sales are concentrated,  domestically and internationally
     (primarily  Europe),  in the automotive  industry,  and consumer  products,
     manufacturing,   warehousing   and,   to  a  lesser   extent,   the  steel,
     construction, and other industrial markets.



2.   Inventories consisted of the following:

                                                    JULY 4,          MARCH 31,
                                                     1999              1999
                                                ------------------------------
                                                        (IN THOUSANDS)
     At cost - FIFO basis:
          Raw materials                         $    59,767        $    54,648
          Work-in-process                            21,274             21,663
          Finished goods                             38,139             45,042
                                                -----------        -----------
                                                    119,180            121,353
     LIFO cost less than FIFO cost                   (5,053)            (5,374)
                                                ------------       ------------
                                                $   114,127        $   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 $45,271,000  and  $42,048,000 of
     accumulated depreciation at July 4, 1999 and March 31, 1999, respectively.

4.   Goodwill and other intangibles, net includes $33,866,000 and $29,864,000 of
     accumulated amortization at July 4, 1999 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.

     Yale was  self-insured  for  product  liability  claims up to a maximum  of
     $500,000 per occurrence and maintained  product liability  insurance with a
     $100 million cap per  occurrence  through July 31, 1997 when Yale was added
     to the  Company's  coverage  as  described  above.  The general and product
     liability  accrual  continues  to  include   provisions   related  to  that
     pre-acquisition time period.

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%.  The Company also has
     a LIBOR-based  interest rate cap on $49.5 million of debt through  December
     16, 1999 at 10%. Net payments or receipts under the swap and cap agreements
     are recorded as adjustments to interest expense. The carrying amount of the
     Company's  senior  debt  instruments  approximates  the  fair  values.  The
     Company's  subordinated  debt has an approximate fair value of $186,000,000
     which is less than its carrying amount of $199,534,000.


7.   The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings per share before extraordinary charge for debt extinguishment:

<TABLE>
<CAPTION>


                                                                      THREE MONTHS ENDED
                                                                      ------------------
                                                                    JULY 4,        JUNE 28,
                                                                     1999           1998
                                                                  -----------   -----------

     Numerator for basic and diluted earnings per share:
<S>                                                               <C>           <C>
          Net income ..........................................   $ 6,394,000   $ 6,375,000
                                                                  ===========   ===========

     Denominators:
       Weighted-average common stock outstanding -
         denominator for basic EPS ............................    13,972,000    14,329,000

       Effect of dilutive employee stock options ..............       222,000       209,000
                                                                  -----------   -----------

       Adjusted weighted-average common stock outstanding
        and assumed conversions - denominator for diluted EPS      14,194,000    14,538,000
                                                                  ===========   ===========
</TABLE>

                                      -7-
<PAGE>


8.   Income tax expense for the three-month  periods ended July 4, 1999 and June
     28, 1998 exceeds the customary  relationship between income tax expense and
     income before income taxes due to nondeductible amortization of goodwill of
     $4,002,000, and $3,778,000, 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.

     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:



                                                     THREE MONTHS ENDED
                                                        JUNE 28, 1998
                                                        -------------
                                                       (IN THOUSANDS)
     Net sales:

          Columbus McKinnon, as reported............    $     170,503
          GL International, Inc.....................           15,931
          Intercompany eliminations.................          (1,818)
                                                        -------------
          Combined..................................    $     184,616
                                                        =============

     Net income:

          Columbus McKinnon, as reported............    $       6,083
          GL International, Inc.....................              245
          Intercompany eliminations.................               47
                                                        -------------
          Combined..................................    $       6,375
                                                        =============


     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.








                                      -8-
<PAGE>


     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.

     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 three
     month  period  ended  June  28,  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:

                                                   THREE MONTHS ENDED
                                                      JUNE 28, 1998
                                                      -------------
                                          (IN THOUSANDS,  EXCEPT PER SHARE DATA)
     Pro forma:
          Net sales                                      $  183,674
          Income from operations                             20,919
          Net income                                          6,251
          Earnings per share, basic                            0.44
          Earnings per share, diluted                          0.43

















                                      -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,  chains,  attachments,  and other
     material  handling  products  principally  to third party  distributors  in
     commercial  and  consumer  distribution  channels.  The  material  handling
     solutions  segments  sell  engineered  material  handling  systems  such as
     conveyors,  manipulators,  and lift tables  primarily  to  end-users in the
     consumer products  manufacturing,  warehousing,  and general  manufacturing
     industries  or the  automotive  segment.  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 quarters ended July 4, 1999 and June
     28, 1998, is as follows:
<TABLE>
<CAPTION>

                                                QUARTER ENDED JULY 4, 1999
                                                --------------------------
                                              SOLUTIONS -     SOLUTIONS -   ELIMINATIONS/
                                PRODUCTS      INDUSTRIAL      AUTOMOTIVE        OTHER               TOTAL
                                --------      ----------      ----------    -------------           -----
                                                            (IN THOUSANDS)
<S>                             <C>             <C>             <C>             <C>              <C>
Sales to external customers .   $138,788        $ 13,256        $ 35,548        $ (5,991)        $181,601
Operating income ............     23,087           1,117             587              76           24,867
before
amortization
Depreciation and amortization      3,601           2,201           1,423               -            7,225
Total assets ................    516,366          66,665         182,308               -          765,339
Capital expenditures ........      2,067             211              45               -            2,323
</TABLE>

<TABLE>
<CAPTION>

                                                 QUARTER ENDED JUNE 28, 1998
                                                 ---------------------------
                                              SOLUTIONS -     SOLUTIONS -   ELIMINATIONS/
                                PRODUCTS      INDUSTRIAL      AUTOMOTIVE        OTHER              TOTAL
                                --------      ----------      ----------    -------------          -----
                                                             (IN THOUSANDS)
<S>                             <C>             <C>             <C>             <C>             <C>
Sales to external customers .   $128,514        $ 15,516        $ 40,179        $    407        $184,616
Operating income ............     17,749           1,625           4,666             963          25,003
before
amortization
Depreciation and amortization      4,428             767           1,366             212           6,773
Total assets ................    500,527          68,651         197,474          20,035         786,687
Capital expenditures ........      1,866             302              57               2           2,227

</TABLE>

                                      -10-
<PAGE>

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

                                                       THREE MONTHS ENDED
                                                       ------------------
                                                  JULY 4, 1999    JUNE 28, 1998
                                                  ------------    -------------
                                                            (IN THOUSANDS)
<S>                                                 <C>                <C>
Operating income before amortization ............     $ 24,867         $ 25,003

Amortization of intangibles .....................        4,002            3,778
Interest and debt expense .......................        8,279            8,948
Interest and other income .......................         (247)            (371)
                                                      --------         --------
Income before income taxes ......................     $ 12,833         $ 12,648
                                                      ========         ========
</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 JULY 4, 1999 Current assets:
<S>                                                <C>          <C>         <C>           <C>          <C>
 Cash and cash equivalents .....................   $     803    $   1,143    $   1,538    $       -    $   3,484
 Trade accounts receivable .....................      54,740       57,287       23,770            -      135,797
 Unbilled revenues .............................           -       13,462            -            -       13,462
 Inventories ...................................      48,372       39,520       27,239       (1,004)     114,127
 Other current assets ..........................       3,529       10,322        3,440            -       17,291
                                                   -------------------------------------------------------------
  Total current assets .........................     107,444      121,734       55,987       (1,004)     284,161
Net property, plant, and equipment .............      36,859       33,571       20,009            -       90,439
Goodwill and other intangibles, net ............      42,499      261,396       53,027            -      356,922
Intercompany ...................................     213,795     (375,176)     (65,517)     226,898            -
Other assets ...................................     221,271      162,491       (1,266)    (348,679)      33,817
                                                   -------------------------------------------------------------
  Total assets .................................   $ 621,868    $ 204,016    $  62,240    $(122,785)   $ 765,339
                                                   =============================================================


Current liabilities ............................   $  39,797    $  48,837    $  21,666    $  (3,114)   $ 107,186
Long-term debt, less current portion ...........     419,725            -        6,523            -      426,248
Other non-current liabilities ..................      11,623       22,042        2,968            -       36,633
                                                   -------------------------------------------------------------
  Total liabilities ............................     471,145       70,879       31,157       (3,114)     570,067

Shareholders' equity ...........................     150,723      133,137       31,083     (119,671)     195,272
                                                   -------------------------------------------------------------
  Total liabilities and shareholders' equity ...   $ 621,868    $ 204,016    $  62,240    $(122,785)   $ 765,339
                                                   =============================================================


FOR THE THREE MONTHS ENDED JULY 4, 1999
Net sales ......................................   $  68,814    $  88,921    $  29,857    $  (5,991)   $ 181,601
Cost of products sold ..........................      46,430       72,563       21,445       (5,949)     134,489
                                                   -------------------------------------------------------------
Gross profit ...................................      22,384       16,358        8,412          (42)      47,112
                                                   -------------------------------------------------------------
Selling, general and administrative expenses ...       8,715        7,393        6,137            -       22,245
Amortization of intangibles ....................         489        2,861          652            -        4,002
                                                   -------------------------------------------------------------
                                                       9,204       10,254        6,789            -       26,247
                                                   -------------------------------------------------------------
Income from operations .........................      13,180        6,104        1,623          (42)      20,865
Interest and debt expense ......................       8,098            2          179            -        8,279
Interest and other income ......................         113           77           57            -          247
                                                   -------------------------------------------------------------
Income before income taxes .....................       5,195        6,179        1,501          (42)      12,833
Income tax expense .............................       2,177        3,431          848          (17)       6,439
                                                   -------------------------------------------------------------
Net income .....................................   $   3,018    $   2,748    $     653    $     (25)   $   6,394
                                                   =============================================================


FOR THE THREE MONTHS ENDED JULY 4, 1999
OPERATING ACTIVITIES:
Net cash (used in) provided by operating
activities......................................   $  (1,824)   $   7,345    $  (2,363)   $     138    $   3,296
                                                   -------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net .........      (2,138)           -            -            -       (2,138)
Capital expenditures ...........................      (1,692)        (355)        (276)           -       (2,323)
Purchases of businesses, net of cash ...........                   (6,317)           -          (49)      (6,366)
Other ..........................................           -          (71)           -            -          (71)
                                                   -------------------------------------------------------------
Net cash used in investing activities ..........      (3,830)      (6,743)        (276)         (49)     (10,898)
                                                   -------------------------------------------------------------

                                      -12-
<PAGE>

FINANCING ACTIVITIES:
Proceeds from issuance of common stock .........           1          136            -         (136)           1
Net borrowings (payments) under revolving
  line-of-credit agreements ....................       5,000            -         (151)           -        4,849
Repayment of debt ..............................        (750)           -         (136)           -         (886)
Dividends paid .................................        (981)          (3)           -            -         (984)
Other ..........................................          78            -            -            -           78
                                                   -------------------------------------------------------------
Net cash used in financing activities ..........       3,348          133         (287)        (136)       3,058
                                                   -------------------------------------------------------------
Effect of exchange rate changes on cash ........           -            -        1,114           47        1,161
                                                   -------------------------------------------------------------
Net change in cash and cash equivalents ........      (2,306)         735       (1,812)           -       (3,383)
Cash and cash equivalents at beginning of period       3,109          408        3,350            -        6,867
                                                   -------------------------------------------------------------
Cash and cash equivalents at end of period .....   $     803    $   1,143    $   1,538    $       -    $   3,484
                                                   =============================================================

</TABLE>
<TABLE>
<CAPTION>
                                                              Domestic      Foreign      Elimina-    Consoli-
(In thousands)                                     Parent   Subsidiaries  Subsidiaries    Tions        Dated
                                                 ---------------------------------------------------------------
AS OF JUNE 28, 1998 Current assets:
<S>                                                <C>          <C>          <C>          <C>          <C>
 Cash and cash equivalents .....................   $   6,367    $  (3,117)   $   1,381    $       -    $   4,631
 Trade accounts receivable .....................      52,143       70,029       23,627            -      145,799
 Unbilled revenues .............................           -       19,891            -            -       19,891
 Inventories ...................................      44,988       44,863       24,098       (1,052)     112,897
 Other current assets ..........................       1,981       11,766        3,714            -       17,461
                                                   -------------------------------------------------------------
  Total current assets .........................     105,479      143,432       52,820       (1,052)     300,679
Net property, plant, and equipment .............      33,707       34,867       18,319            -       86,893
Goodwill and other intangibles, net ............      44,079      273,727       48,389            -      366,195
Intercompany ...................................     241,610     (407,481)     (62,640)     228,511            -
Other assets ...................................     218,964      168,067       (2,115)    (351,996)      32,920
                                                   -------------------------------------------------------------
  Total assets .................................   $ 643,839    $ 212,612    $  54,773    $(124,537)   $ 786,687
                                                   =============================================================


Current liabilities ............................   $  37,442    $  54,549    $  22,476    $  (1,286)   $ 113,181
Long-term debt, less current portion ...........     443,921        3,562        3,332            -      450,815
Other non-current liabilities ..................      11,373       31,248        3,276            -       45,897
                                                   -------------------------------------------------------------
  Total liabilities ............................     492,736       89,359       29,084       (1,286)     609,893

Shareholders' equity ...........................     151,103      123,253       25,689     (123,251)     176,794
                                                   -------------------------------------------------------------
  Total liabilities and shareholders' equity ...   $ 643,839    $ 212,612    $  54,773    $(124,537)   $ 786,687
                                                   =============================================================

FOR THE THREE MONTHS ENDED JUNE 28, 1998
Net sales ......................................   $  66,761    $  92,888    $  29,902    $  (4,935)   $ 184,616
Cost of products sold ..........................      47,435       72,780       22,099       (5,012)     137,302
                                                   -------------------------------------------------------------
Gross profit ...................................      19,326       20,108        7,803           77       47,314
                                                   -------------------------------------------------------------
Selling, general and administrative expenses ...       8,663        8,683        4,965            -       22,311
Amortization of intangibles ....................         488        2,763          527            -        3,778
                                                   -------------------------------------------------------------
                                                       9,151       11,446        5,492            -       26,089
                                                   -------------------------------------------------------------
Income from operations .........................      10,175        8,662        2,311           77       21,225
Interest and debt expense ......................       8,463          299          186            -        8,948
Interest and other income ......................         469           29         (127)           -          371
                                                   -------------------------------------------------------------
Income before income taxes .....................       2,181        8,392        1,998           77       12,648
Income tax expense .............................       1,065        4,178        1,000           30        6,273
                                                   -------------------------------------------------------------
Net income .....................................   $   1,116    $   4,214    $     998    $      47    $   6,375
                                                   =============================================================

                                      -13-
<PAGE>


FOR THE THREE MONTHS ENDED JUNE 28, 1998
OPERATING ACTIVITIES:
Net cash (used in) provided by operating
activities......................................   $  (7,188)   $  (3,110)   $    (827)   $      29    $ (11,096)
                                                   -------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net .........      (1,055)           -            -            -       (1,055)
Capital expenditures ...........................      (1,515)        (511)        (201)           -       (2,227)
Other ..........................................           -         (337)           -            -         (337)
                                                   -------------------------------------------------------------
Net cash used in investing activities ..........      (2,570)        (848)        (201)           -       (3,619)
                                                   --------------------------------------------------------------


FINANCING ACTIVITIES:
Net payments under revolving
  line-of-credit agreements ....................           -        5,589       (1,446)           -        4,143
Repayment of debt ..............................        (304)      (5,536)         211            -       (5,629)
Dividends paid .................................        (940)           -            -            -         (940)
Other ..........................................        (622)           -            -            -         (622)
                                                   -------------------------------------------------------------
Net cash used in financing activities ..........      (1,866)          53       (1,235)           -       (3,048)
                                                   -------------------------------------------------------------
Effect of exchange rate changes on cash ........           -            -         (438)         (29)        (467)
                                                   -------------------------------------------------------------
Net change in cash and cash equivalents ........     (11,624)      (3,905)      (2,701)           -      (18,230)
Cash and cash equivalents at beginning of period      17,991          788        4,082            -       22,861
                                                   -------------------------------------------------------------
Cash and cash equivalents at end of period .....   $   6,367    $  (3,117)   $   1,381    $       -    $   4,631
                                                   =============================================================
</TABLE>




12.  The  Financial  Accounting  Standards  Board issued  Statement of Financial
     Accounting   Standards  No.  133  "Accounting   for  Derivative   Financial
     Instruments and Hedging Activities," in June of 1998 which is effective for
     fiscal  2002.  Statement  No.  133  establishes  accounting  and  reporting
     standards for 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 impact of compliance with this
     Statement has not yet been determined by the Company.















                                      -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  and  integrated  material  handling
solutions that are widely  distributed  to  industrial,  automotive and consumer
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.  Company  products are also sold to
OEMs, and to the U.S. and Canadian  governments.  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 businesses primarily deal with end-users.
Material   handling   solution   sales  are   concentrated,   domestically   and
internationally  (primarily  Europe), in the automotive  industry,  and consumer
products  manufacturing,  warehousing  and,  to  a  lesser  extent,  the  steel,
construction and other industrial markets.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JULY 4, 1999 AND JUNE 28, 1998
Net sales in the fiscal 2000  quarter  ended July 4, 1999 were  $181,601,000,  a
decrease of $3,015,000 or 1.6% from the fiscal 1999 quarter ended June 28, 1998.
Sales in the Products segment were up roughly 8% as a result of the additions of
WECO and  Abell-Howe  and  increases in our specialty  distribution  channels as
customers  continue  to  shift  their  focus  to  catalog  buying.  Sales in the
Solutions-Industrial  segment  fell  14.6%  as  a  result  of  softness  in  the
Scandinavian and manipulator  markets.  The  Solutions-Automotive  segment had a
sales  decrease of 11.5% as a result of the lagging  impact of the 1998  General
Motors strike and a shift in GM's capital spending projects. The decrease in the
Eliminations/Other  segment is a result of the sale of  Mechanical  Products  in
August of 1998. Sales in the individual  segments were as follows,  in thousands
of dollars and with percentage changes for each group:

<TABLE>
<CAPTION>

                              THREE MONTHS ENDED
                              ------------------
                             JULY 4,      JUNE 28,               CHANGE
                                                                 ------
                              1999          1998          AMOUNT         %
                              ----          ----          ------         -
                                    (IN THOUSANDS, EXCEPT PERCENTAGES)

<S>                        <C>           <C>           <C>            <C>
Products ...............   $ 138,788     $ 128,514     $  10,274        8.0
Solutions-Industrial ...      13,256        15,516        (2,260)     (14.6)
Solutions-Automotive ...      35,548        40,179        (4,631)     (11.5)
Eliminations/Other .....      (5,991)          407        (6,398)       NM
                           ---------     ---------     ---------
Consolidated net sales..   $ 181,601     $ 184,616     $  (3,015)      (1.6)
                           =========     =========     =========
</TABLE>


                                      -15-

<PAGE>

The Company's  gross profit margins were  approximately  25.9% and 25.6% for the
fiscal  2000  and  1999  quarters,  respectively.  The  consistent  margin  is a
combination of offsetting fluctuations in the various segments. The gross profit
margin  increased  in  the  Products  segment  as  a  result  of  the  continued
integration of recent acquisitions. The Solutions-Industrial segment experienced
static  margins  for the  fiscal  2000 and 1999  quarters.  Gross  margin in the
Solutions-Automotive segment decreased for the first quarter of 2000 as a result
of warranty issues and project mix.

Selling  expenses were  $12,758,000  and $12,872,000 in the fiscal 2000 and 1999
quarters,  respectively.  As a percentage  of  consolidated  net sales,  selling
expenses  were  7.0% in both the  fiscal  2000 and 1999  quarters.  General  and
administrative  expenses were $9,487,000,  and $9,439,000 in the fiscal 2000 and
1999 quarters,  respectively. As a percentage of consolidated net sales, general
and  administrative  expenses  were  5.2% and 5.1% in the  fiscal  2000 and 1999
quarters, respectively.

Amortization of intangibles was $4,002,000 and $3,778,000 in the fiscal 2000 and
1999 quarters, respectively. The fiscal 2000 increase is due to the amortization
of  goodwill   resulting  from  the   acquisitions   of   Abell-Howe,   Gautier,
Camlok-Tigrip, and WECO.

Income from  operations  decreased  $360,000 or 1.7% in the fiscal 2000 quarter,
compared to the fiscal 1999 quarter.  This is based on income from operations of
$20,865,000  and  $21,225,000  or 11.5% of  consolidated  net  sales in both the
fiscal 2000 and 1999 quarters.

Interest and debt expense was $8,279,000,  and $8,948,000 in the fiscal 2000 and
1999  quarters,  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  4.6%,  and 4.8% in the  fiscal  2000 and 1999
quarters, respectively.

Interest and other income was $247,000, and $371,000 in the fiscal 2000 and 1999
quarters, respectively.

Income taxes as a percentage  of income before income taxes were 50.2% and 49.6%
in the fiscal 2000 and 1999 quarters,  respectively. The percentages reflect the
effect of nondeductible amortization of goodwill resulting from acquisitions.

Net income,  therefore,  increased $19,000 or 0.3% for the quarter ended July 4,
1999.  This is based on net income of $6,394,000 and $6,375,000 for the quarters
ended July 4, 1999 and June 28, 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.

                                      -16-
<PAGE>

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.

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 $226.7  million was  outstanding at July 4, 1999.
Interest  is payable at varying  Eurodollar  rates  based on LIBOR plus a spread
determined by the Company's  leverage  ratio,  amounting to 87.5 basis points at
July 19, 1999. 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 and cap.

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  $3,296,000 for the three months
ended July 4, 1999 while net cash used in operating  activities was  $11,096,000
for the three months ended June 28, 1998.  The  $14,392,000  change is primarily
due to  changes in  working  capital,  reflecting  fluctuations  in the  working
capital needs of Automatic Systems Inc. (ASI), formerly LICO, Inc.


                                      -17-
<PAGE>


Net cash used in investing  activities  increased to  $10,898,000  for the three
months  ended July 4, 1999 from  $3,619,000  for the three months ended June 28,
1998. The 7,279,000 increase is due primarily to the acquisition of WECO.

Net cash provided by financing  activities  was  $3,058,000 for the three months
ended July 4, 1999 while net cash used in financing  activities  was  $3,048,000
for the three months ended June 28, 1998. The $6,106,000 change is primarily due
to borrowings used to acquire WECO.


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 three months ended July 4, 1999 and June 28, 1998
were $2,323,000 and $2,227,000, respectively.


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.



















                                      -18-
<PAGE>



YEAR 2000 CONVERSIONS

The Company's  corporate-wide Year 2000 initiative is being managed by a team of
internal staff and  administered  by the Director of Information  Services.  The
Company has completed the assessment  phase of its Year 2000 compliance  project
and is currently working on remediation of affected components.

The  Company  has  determined  that it needs to modify  certain  portions of its
corporate  business  information  software  so that  its  computer  system  will
function  properly  with  respect  to dates in the year  2000 and  beyond.  Both
internal   and  external   resources   have  been   dedicated  to   identifying,
implementing,  and testing corrective action in order to make such programs Year
2000  compliant;  all such work is planned to be completed by September 1999 and
is currently on schedule.  To date the corporate business  information  software
has been 100% assessed,  approximately 97% has been remedially reprogrammed, and
approximately  83% is now  certified  to be Year  2000  compliant.  The  Company
believes that, with modifications to existing software, the Year 2000 issue will
not pose significant operational problems for its computer systems.

The Company has completed a corporate-wide assessment of the Year 2000 readiness
of  microprocessor-controlled  equipment  such as robotics,  CNC  machines,  and
security and environmental  systems.  This assessment has revealed that at least
98% of all  microprocessor-controlled  equipment  is  currently  compliant.  The
remaining 2%, which includes recent acquisitions, is currently under review. Any
necessary  upgrades to ensure Year 2000 readiness are expected to be in place by
the end of September  1999. In addition,  the Company has determined that all of
its manufactured products are 100% Year 2000 compliant.

The Company has  initiated  communications  with its  suppliers and customers to
determine the extent to which  systems,  products or services are  vulnerable to
failure should those third parties fail to remediate their own Year 2000 issues.
To date the Company has received  responses to over 80% of its  inquiries and no
Year 2000 compliance  problems have been identified from these responses.  While
we believe that our Year 2000  compliance plan  adequately  addresses  potential
Year  2000  concerns  and to date no  significant  Year  2000  issues  have been
identified with our suppliers and customers,  there can be no guarantee that the
systems of other  companies on which our operations  rely will be compliant an a
timely basis and will not have an effect on our operations.

The Company has conducted  preliminary  contingency  planning and identified the
critical need areas. A high level  approach  incorporating  manual  workarounds,
increasing critical inventories,  identifying alternate suppliers, and adjusting
staffing  levels  has  been  discussed  and  forms  the  basis  for the  initial
contingency planning. The Company believes this level of planning is appropriate
at the current time, however, the planning will be further expanded if warranted
by future events.

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

The forward looking statements  contained in the 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".




                                      -19-
<PAGE>

EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting Standards No. 133 "Accounting for Derivative  Instruments and Hedging
Activities,"  in June of 1998 which is effective for fiscal 2002.  Statement No.
133 establishes  accounting and reporting standards for 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 impact of compliance with this
Statement has not yet been determined by 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

     There are no exhibits.

     On May 18, 1999, the Company filed Form 8-K dated May 18, 1999 with respect
     to restatement of the by-laws.

     On May 26, 1999 the Company  filed Form 8-K dated May 26, 1999 with respect
     to litigation instituted by the registrant.





























                                      -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: AUGUST 18, 1999                        /S/ ROBERT L. MONTGOMERY, JR.
      ---------------                        -----------------------------
                                             Robert L. Montgomery, Jr.
                                             Executive Vice President and
                                             Chief Financial Officer (Principal
                                               Financial Officer)


































                                      -22-