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 June 30, 2002
                                       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, 2002 was:
14,895,172 shares.


<PAGE>


                                 FORM 10-Q INDEX
                          COLUMBUS MCKINNON CORPORATION
                                  JUNE 30, 2002


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

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

           Condensed consolidated balance sheets -
              June 30, 2002 and March 31, 2002                               2

           Condensed consolidated statements of income and retained earnings -
              Three months ended June 30, 2002 and July 1, 2001              3

           Condensed consolidated statements of cash flows -
              Three months ended June 30, 2002 and July 1, 2001              4

           Condensed consolidated statements of comprehensive income -
              Three months ended June 30, 2002 and July 1, 2001              5

           Notes to condensed consolidated financial statements -
              June 30, 20026

Item 2.    Management's Discussion and Analysis of Results of Operations
              and Financial Condition                                       14


PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings - none.                                        19

Item 2.    Changes in Securities - none.                                    19

Item 3.    Defaults upon Senior Securities - none.                          19

Item 4.    Submission of Matters to a Vote of Security Holders - none.      19

Item 5.    Other Information - none.                                        19

Item 6.    Exhibits and Reports on Form 8-K                                 19




                                     - 1 -

<PAGE>


PART I.   FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements (Unaudited)

<TABLE>
<CAPTION>
                          COLUMBUS MCKINNON CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                                                                                 JUNE 30,           MARCH 31,
                                                                                   2002               2002
                                                                                ----------         ----------
ASSETS:                                                                                (IN THOUSANDS)
Current assets:
<S>                                                                             <C>                <C>
      Cash and cash equivalents                                                 $    2,259         $   13,068
      Trade accounts receivable                                                     85,847             82,266
      Inventories                                                                   93,757             89,656
      Net assets held for sale                                                       2,300              4,290
      Net current assets of discontinued operations                                      -             21,497
      Prepaid expenses                                                              11,056              8,543
                                                                                ----------         ----------
Total current assets                                                               195,219            219,320
Property, plant, and equipment, net                                                 69,918             70,742
Goodwill and other intangibles, net                                                202,493            200,801
Marketable securities                                                               23,315             24,634
Deferred taxes on income                                                             4,205              3,133
Other assets                                                                         5,487              5,665
                                                                                ----------         ----------
Total assets                                                                    $  500,637         $  524,295
                                                                                ==========         ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
      Notes payable to banks                                                    $    2,891         $    2,518
      Trade accounts payable                                                        32,262             31,617
      Accrued liabilities                                                           29,729             39,533
      Restructuring reserve                                                            573                949
      Current portion of long-term debt                                            124,397            146,663
                                                                                ----------         ----------
Total current liabilities                                                          189,852            221,280
Senior debt, less current portion                                                    1,829              1,509
Subordinated debt                                                                  199,694            199,681
Other non-current liabilities                                                       31,513             30,214
                                                                                ----------         ----------
Total liabilities                                                                  422,888            452,684
                                                                                ----------         ----------
Shareholders' equity
      Common stock                                                                     149                149
      Additional paid-in capital                                                   104,922            104,920
      Accumulated deficit                                                           (9,037)           (12,536)
      ESOP debt guarantee                                                           (6,398)            (6,514)
      Unearned restricted stock                                                       (363)              (414)
      Total accumulated other comprehensive loss                                   (11,524)           (13,994)
                                                                                ----------         ----------
Total shareholders' equity                                                          77,749             71,611
                                                                                ----------         ----------
Total liabilities and shareholders' equity                                      $  500,637         $  524,295
                                                                                ==========         ==========
</TABLE>

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                     - 2 -

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED
                                                                                    ------------------
                                                                                JUNE 30,            JULY 1,
                                                                                  2002               2001
                                                                              ------------       ------------
                                                                                     (IN THOUSANDS, EXCEPT
                                                                                        PER SHARE DATA)


<S>                                                                           <C>                <C>
Net sales                                                                     $    113,891       $    129,086
Cost of products sold                                                               86,261             95,613
                                                                              ------------       ------------
Gross profit                                                                        27,630             33,473
                                                                              ------------       ------------

Selling expenses                                                                    11,323             11,110
General and administrative expenses                                                  6,704              5,820
Restructuring charges                                                                    -              8,840
Amortization of intangibles                                                            129              2,781
                                                                              ------------       ------------
                                                                                    18,156             28,551
                                                                              ------------       ------------

Income from operations                                                               9,474              4,922
Interest and debt expense                                                            7,277              8,267
Interest income and other income (expense)                                           3,493               (113)
                                                                              ------------       ------------
Income (loss) from continuing operations before income taxes                         5,690             (3,458)
Income tax expense (benefit)                                                         2,191               (639)
                                                                              ------------       ------------
Income (loss) from continuing operations                                             3,499             (2,819)
Income (loss) from discontinued operations                                               -             (1,842)
                                                                              ------------       ------------
Net income (loss)                                                                    3,499             (4,661)
(Accumulated deficit) retained earnings - beginning of period                      (12,536)           124,806
Cash dividends of $0.00  and $0.07 per share                                             -             (1,006)
                                                                              ------------       ------------
(Accumulated deficit) retained earnings - end of period                       $     (9,037)      $    119,139
                                                                              ============       ============

Earnings per share data, basic and diluted:
     Continuing operations                                                    $       0.24       $     (0.20)
     Discontinued operations                                                             -             (0.13)
                                                                              ------------       -----------
     Net income (loss)                                                        $       0.24       $     (0.32)
                                                                              ============       ===========

</TABLE>

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                      - 3 -
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                 JUNE 30,            JULY 1,
                                                                                   2002               2001
                                                                                ----------         ----------
                                                                                        (IN THOUSANDS)
OPERATING ACTIVITIES:
<S>                                                                             <C>               <C>
Income (loss) from continuing operations                                        $    3,499         $   (2,819)
Adjustments to reconcile income (loss) from continuing
   operations to net cash (used in) provided by operating activities:
     Depreciation and amortization                                                   2,866              5,876
     Deferred income taxes                                                              31                541
     Other                                                                             575                403
     Gain on investments                                                            (2,757)                 -
     Changes in operating assets and liabilities:
           Trade accounts receivable                                                   834              7,226
           Inventories                                                              (2,156)             3,089
           Prepaid expenses                                                         (1,939)              (227)
           Other assets                                                                 68                135
           Trade accounts payable                                                     (549)            (8,184)
           Accrued and non-current liabilities                                      (6,614)            (3,217)
                                                                                -----------        ----------
Net cash (used in) provided by operating activities                                 (6,142)             2,823
                                                                                -----------        ----------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                                                 (50)              (787)
Capital expenditures                                                                  (950)            (1,193)
Proceeds from sale of business                                                      15,950                  -
Net assets held for sale                                                             1,990               (463)
                                                                                ----------         ----------
Net cash provided by (used in) investing activities                                 16,940             (2,443)
                                                                                ----------         ----------

FINANCING ACTIVITIES:
Net payments under revolving line-of-credit agreements                             (21,529)            (8,369)
Repayment of debt                                                                     (334)              (569)
Dividends paid                                                                           -             (1,006)
Reduction of ESOP debt guarantee                                                       116                185
Other                                                                                 (852)              (474)
                                                                                ----------         -----------
Net cash used in financing activities                                              (22,599)           (10,233)
Effect of exchange rate changes on cash                                                510                 11
                                                                                ----------         ----------
Net cash used in continuing operations                                             (11,291)            (9,842)
Net cash provided by (used in) discontinued operations                                 482             (2,199)
                                                                                ----------         ----------
Net change in cash and cash equivalents                                            (10,809)           (12,041)
Cash and cash equivalents at beginning of period                                    13,068             14,015
                                                                                ----------         ----------
Cash and cash equivalents at end of period                                      $    2,259         $    1,974
                                                                                ==========         ==========
</TABLE>

     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.



                                     - 4 -
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                 JUNE 30,            JULY 1,
                                                                                   2002               2001
                                                                                ----------         ----------
                                                                                         (IN THOUSANDS)

<S>                                                                             <C>                <C>
Net income (loss)                                                               $    3,499         $   (4,661)
                                                                                ----------         -----------
Other comprehensive income, net of tax:
  Foreign currency translation adjustments                                           5,623               (241)
  Unrealized (loss) gain on derivatives qualifying as hedges                          (130)               123
  Unrealized (loss) gain on investments:
    Unrealized holding (loss) gain arising during the period                          (989)               199
    Less: reclassification adjustment for (gain)
           loss included in net income                                              (2,034)               397
                                                                                -----------        ----------
                                                                                    (3,023)               596
                                                                                -----------        ----------
Total other comprehensive income                                                     2,470                478
                                                                                ----------         ----------
Comprehensive income (loss)                                                     $    5,969         $   (4,183)
                                                                                ==========         ===========

</TABLE>


     SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.









                                     - 5 -


<PAGE>



                          COLUMBUS MCKINNON CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                  JUNE 30, 2002


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 Columbus  McKinnon
     Corporation  (the  Company)  at  June  30,  2002,  and the  results  of its
     operations  and its cash flows for the three month  periods  ended June 30,
     2002 and July 1, 2001,  have been  included.  Results for the period  ended
     June 30, 2002 are not  necessarily  indicative  of the results  that may be
     expected for the year ended March 31, 2003. For further information,  refer
     to the consolidated  financial statements and footnotes thereto included in
     the Company's annual report on Form 10-K for the year ended March 31, 2002.


     The  Company  is a leading  U.S.  designer  and  manufacturer  of  material
     handling products, systems and services which efficiently and ergonomically
     move,  lift,  position and secure  material.  Key products  include hoists,
     cranes,  chain and forged  attachments.  The  Company's  material  handling
     products are sold,  domestically and internationally,  principally to third
     party distributors through diverse distribution  channels,  and to a lesser
     extent  directly  to  manufacturers  and  other  end-users.  The  Company's
     integrated  material handling solutions  businesses 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.

     In May of  2002,  the  Company  sold  substantially  all of the  assets  of
     Automatic Systems,  Inc. (ASI). The ASI business was the principal business
     unit in the Company's former  Solutions-Automotive  segment. The operations
     of ASI have been reflected as a discontinued operation as of March 31, 2002
     and all periods presented have been restated to reflect this change.



2.   Inventories consisted of the following:
                                                     JUNE 30,         MARCH 31,
                                                       2002             2002
                                                    ----------       ----------
                                                           (IN THOUSANDS)
     At cost - FIFO basis:
        Raw materials............................   $   48,566      $    48,477
        Work-in-process..........................       17,464           13,735
        Finished goods...........................       34,386           34,417
                                                    ----------       ----------
                                                       100,416           96,629
     LIFO cost less than FIFO cost...............       (6,659)          (6,973)
                                                    ----------       ----------
     Net inventories   ..........................   $   93,757       $   89,656
                                                    ==========       ==========

     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.


3.   Property,  plant,  and equipment is net of $72,154,000  and  $69,417,000 of
     accumulated depreciation at June 30, 2002 and March 31, 2002, respectively.


                                      - 6 -

<PAGE>


4.   Goodwill and other  intangibles  is net of $58,472,000  and  $58,343,000 of
     accumulated amortization at June 30, 2002 and March 31, 2002, 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 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.   The Company  manages its debt  portfolio  by using  interest  rate swaps to
     achieve  an overall  desired  position  of fixed and  floating  rates.  The
     Company entered into an interest rate swap agreement to effectively convert
     $40 million of variable-rate  debt to fixed-rate debt which matures in June
     2003.  The cash flow hedge is considered  effective and the gain or loss on
     the change in fair value is reported in other comprehensive  income, net of
     tax.

     The  interest  rate  swap is the  only  derivative  instrument  held by the
     Company.  The net impact of the  derivative  instrument  was a decrease  to
     other  comprehensive  income of $130,000 for the period ended June 30, 2002
     versus an increase to other comprehensive income of $123,000 for the period
     ended July 1, 2001. The fair value of the derivative at June 30, 2002 was a
     $924,000 liability.

     The carrying amount of the Company's senior debt  instruments  approximates
     the fair value.  The Company's  subordinated  debt has an approximate  fair
     value  of  $182,000,000,   which  is  less  than  its  carrying  amount  of
     $199,694,000.


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

<TABLE>
<CAPTION>
                                                                                     THREE MONTHS ENDED
                                                                                     ------------------
                                                                                 JUNE 30,            JULY 1,
                                                                                   2002               2001
                                                                                ----------         ----------
                                                                                       (IN THOUSANDS)
     Numerator for basic and diluted earnings per share:
<S>                                                                             <C>                <C>
       Net income (loss) ................................................       $    3,499         $   (4,661)
                                                                                ==========         ==========

     Denominators:
       Weighted-average common stock outstanding -
           denominator for basic EPS.....................................           14,477             14,391
       Effect of dilutive employee stock options.........................              112                  -
                                                                                ----------         ----------

       Adjusted weighted-average common stock outstanding
         and assumed conversions - denominator for diluted EPS...........           14,589             14,391
                                                                                ==========         ==========
</TABLE>


8.   Income tax benefit for the  three-month  period  ended July 1, 2001 differs
     from the customary  relationship between income tax benefit and loss before
     income taxes due to  nondeductible  amortization  of goodwill of $2,330,000
     during the period.


                                      - 7 -

<PAGE>

9.   On April 1, 2002,  the Company  adopted  Statement of Financial  Accounting
     Standards  (SFAS) No. 142,  "Goodwill and Other  Intangible  Assets," which
     requires that  goodwill no longer be  amortized,  but reviewed on an annual
     basis at the reporting unit level for impairment.  Identifiable  intangible
     assets  acquired in a business  combination  are amortized  over the useful
     lives  unless  their  useful  lives are  indefinite,  in which  case  those
     intangible  assets are tested for  impairment  annually  and not  amortized
     until their lives are determined to be finite.  In accordance with SFAS No.
     142, the Company will complete a transitional  goodwill  impairment test by
     September  29, 2002 and does not  anticipate  recognition  of an impairment
     loss. No  reclassification  of  identifiable  intangible  assets apart from
     goodwill  was  necessary  as a result  of  adoption  of SFAS No.  142.  The
     following table presents the consolidated results of operations adjusted as
     though the adoption of SFAS No. 142 occurred as of April 1, 2001.



<TABLE>
<CAPTION>
                                                                                         THREE MONTHS ENDED
                                                                                         ------------------
                                                                                      JUNE 30,         JULY 1,
                                                                                        2002             2001
                                                                                        ----             ----
                                                                                           (IN THOUSANDS)
<S>                                                                                  <C>               <C>
     Reported income (loss) from continuing operations                               $    3,499        $   (2,819)
     Goodwill amortization add-back, net of tax                                               -             2,530
                                                                                     ----------        ----------
     Adjusted income (loss) from continuing operations                               $    3,499        $     (289)
                                                                                     ==========        ==========

     Reported income (loss) from continuing operations per share - basic and diluted $     0.24        $    (0.20)
     Goodwill amortization add-back                                                           -              0.16
                                                                                     ----------        ----------
     Adjusted income (loss) from continuing operations per share - basic and diluted $     0.24        $    (0.03)
                                                                                     ==========        ==========
</TABLE>


     Goodwill  amounts to $165,923,000  for the products segment and $31,172,000
     for the solutions  segment as of June 30, 2002.  Upon  finalization  of the
     transitional  goodwill impairment test, goodwill may be reallocated between
     the two segments.

     As of June 30,  2002,  the gross  balance of  deferred  financing  costs is
     $8,653,000 and accumulated  amortization is $4,459,000.  Other  intangibles
     have a net value of $1,204,000.

     Amortization  expense  is  estimated  to  be  $2,900,000  for  fiscal  2003
     including  $500,000  of  amortization  reflected  on  the  amortization  of
     intangibles line and $2,400,000 of amortization of deferred financing costs
     shown on the interest and debt  expense line on the  financial  statements.
     Amortization  expense is  estimated to be  $1,100,000  for each of the four
     succeeding  fiscal  years  thereafter  including  $500,000 of  amortization
     reflected  on  the   amortization  of  intangibles  line  and  $600,000  of
     amortization  of deferred  financing  costs shown on the  interest and debt
     expense  line  on  the  financial   statements  without   consideration  of
     additional  financing  costs expected in conjunction  with the  refinancing
     currently in process.


10.  As a result of the way the Company  manages the  business,  its  reportable
     segments are strategic  business  units that offer  products 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  two  reportable  segments:  Products  and
     Solutions. The Company's Products segment sells hoists,  industrial cranes,
     chain,  attachments,  and other material handling  products  principally to
     third party distributors  through diverse distribution  channels,  and to a
     lesser extent directly to manufacturers and other end-users.  The Solutions
     segment  sells  engineered  material  handling  systems such as  conveyors,
     manipulators,  and lift  tables  primarily  to  end-users  in the  consumer
     products,  manufacturing,  warehousing, and, to a lesser extent, the steel,
     construction,  automotive,  and other  industrial  markets.  The accounting
     policies  of  the  segments  are  the  same  as  those  described  note  1.
     Intersegment sales are not significant.  The Company evaluates  performance
     based on operating  income of the  respective  business  units prior to the
     effects of amortization.



                                     - 8 -

<PAGE>


     Segment  information as of and for the three months ended June 30, 2002 and
     July 1, 2001, is as follows:

<TABLE>
<CAPTION>

                                                                        THREE MONTHS ENDED JUNE 30, 2002
                                                                        --------------------------------
                                                                 PRODUCTS           SOLUTIONS            TOTAL
                                                                -----------        -----------        -----------
                                                                                   (IN THOUSANDS)
<S>                                                               <C>                <C>                <C>
     Sales to external customers......................          $    97,854        $    16,037        $   113,891
     Operating income before amortization
        and restructuring charges.....................                8,960                643              9,603
     Depreciation and amortization....................                2,616                250              2,866
     Total assets.....................................              433,247             67,390            500,637
     Capital expenditures.............................                  813                137                950


                                                                          THREE MONTHS ENDED JULY 01, 2001
                                                                          --------------------------------
                                                                  PRODUCTS           SOLUTIONS            TOTAL
                                                                 -----------        -----------        -----------
                                                                                   (IN THOUSANDS)
     Sales to external customers......................           $  109,619        $    19,467        $   129,086
     Operating income before amortization
        and restructuring charges.....................               16,681               (138)            16,543
     Depreciation and amortization....................                5,115                761              5,876
     Total assets.....................................              463,995             69,465            533,460
     Capital expenditures.............................                  879                314              1,193

</TABLE>


     The following schedule provides a reconciliation of operating income before
     amortization with (loss) income before income taxes:

<TABLE>
<CAPTION>
                                                                                      THREE MONTHS ENDED
                                                                                      ------------------
                                                                               JUNE 30,                JULY 1,
                                                                                 2002                   2001
                                                                                 ----                   ----
                                                                                        (IN THOUSANDS)
<S>                                                                           <C>                    <C>
          Operating income before amortization..........................      $     9,603            $    16,543
          Restructuring charges.........................................                -                 (8,840)
          Amortization of intangibles...................................             (129)                (2,781)
          Interest and debt expense.....................................           (7,277)                (8,267)
          Interest income and other (expense) income....................            3,493                   (113)
                                                                              -----------            -----------
          Income (loss) before income taxes.............................      $     5,690            $    (3,458)
                                                                              ===========            ===========

</TABLE>


                                     - 9 -

<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 JUNE 30, 2002
Current assets:
<S>                                                <C>           <C>           <C>           <C>           <C>
 Cash and cash equivalents                         $     (538)   $     (835)   $    3,632    $        -    $    2,259
 Trade accounts receivable                             54,316         5,760        25,771             -        85,847
 Inventories                                           42,635        24,189        27,882          (949)       93,757
 Other current assets                                  10,531        (1,368)        4,193             -        13,356
                                                   ------------------------------------------------------------------
  Total current assets                                106,944        27,746        61,478          (949)      195,219
 Property, plant, and equipment, net                   34,725        17,896        17,297             -        69,918
 Goodwill and other intangibles, net                   36,623       121,049        44,821             -       202,493
 Intercompany                                         259,219      (273,512)      (57,747)       72,040             -
 Other assets                                          76,853       159,486        (1,551)     (201,781)       33,007
                                                   ------------------------------------------------------------------
  Total assets                                     $  514,364    $   52,665    $   64,298    $ (130,690)   $  500,637
                                                   ==================================================================


Current liabilities                                $  165,004    $    5,006    $   22,708    $   (2,866)   $  189,852
 Long-term debt, less current portion                 199,694             -         1,829             -       201,523
 Other non-current liabilities                         17,078        11,182         3,253             -        31,513
                                                   ------------------------------------------------------------------
  Total liabilities                                   381,776        16,188        27,790        (2,866)      422,888

Shareholders' equity                                  132,588        36,477        36,508      (127,824)       77,749
                                                   ------------------------------------------------------------------
  Total liabilities and shareholders' equity       $  514,364    $   52,665    $   64,298    $ (130,690)   $  500,637
                                                   ==================================================================




FOR THE THREE MONTHS ENDED JUNE 30, 2002
Net sales                                          $   58,521    $   31,052    $   28,297    $   (3,979)   $  113,891
Cost of products sold                                  44,448        24,320        21,472        (3,979)       86,261
                                                   ------------------------------------------------------------------
Gross profit                                           14,073         6,732         6,825             -        27,630
                                                   ------------------------------------------------------------------
Selling, general and administrative expenses            9,783         3,049         5,195             -        18,027
Amortization of intangibles                                57             1            71             -           129
                                                   ------------------------------------------------------------------
                                                        9,840         3,050         5,266             -        18,156
                                                   ------------------------------------------------------------------
Income from operations                                  4,233         3,682         1,559             -         9,474
Interest and debt expense                               7,128            38           111             -         7,277
Interest and other income                               3,359            60            74             -         3,493
                                                   ------------------------------------------------------------------
Income before income taxes                                464         3,704         1,522             -         5,690
Income tax expense                                        202         1,519           470             -         2,191
                                                   ------------------------------------------------------------------
Net income                                         $      262    $    2,185    $    1,052    $        -    $    3,499
                                                   ==================================================================



                                     - 10 -

<PAGE>





                                                                    Domestic      Foreign     Elimina-     Consoli-
(In thousands)                                       Parent       Subsidiaries  Subsidiaries    tions        dated
                                                   ------------------------------------------------------------------
FOR THE THREE MONTHS ENDED JUNE 30, 2002
OPERATING ACTIVITIES:
Net cash provided by (used in) operating
   activities                                      $    3,168    $   (5,751)   $   (3,559)   $        -    $   (6,142)
                                                   ------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                    (50)            -             -             -           (50)
Capital expenditures                                     (362)         (258)         (330)            -          (950)
Proceeds from sale of business                              -        15,950             -             -        15,950
Other                                                       -         1,990             -             -         1,990
                                                   ------------------------------------------------------------------
Net cash used in (provided by) investing
   activities                                            (412)       17,682          (330)            -        16,940
                                                   ------------------------------------------------------------------

FINANCING ACTIVITIES:
Net (payments) borrowings under revolving
     line-of-credit agreements                        (10,249)      (11,551)          271             -       (21,529)
Repayment of debt                                        (329)            -            (5)            -          (334)
Other                                                    (736)            -             -             -          (736)
                                                   ------------------------------------------------------------------
Net cash  (used in) provided by financing
   activities                                         (11,314)      (11,551)          266             -       (22,599)
Effect of exchange rate changes on cash                    (4)            4           510             -           510
                                                   ------------------------------------------------------------------
Net cash (used in) provided by continuing
   operations                                          (8,562)          384        (3,113)            -       (11,291)
Net cash provided by discontinued operations                -           482             -             -           482
                                                   ------------------------------------------------------------------
Net change in cash and cash equivalents                (8,562)          866        (3,113)            -       (10,809)
Cash and cash equivalents at beginning of period        8,024        (1,701)        6,745             -        13,068
                                                   ------------------------------------------------------------------
Cash and cash equivalents at end of period         $     (538)   $     (835)   $    3,632    $        -    $    2,259
                                                   ==================================================================


AS OF JULY 1, 2001
Current assets:
 Cash and cash equivalents                         $    2,717    $   (4,096)   $    3,353    $        -    $    1,974
 Trade accounts receivable                             60,111        12,986        20,062             -        93,159
 Inventories                                           44,719        33,042        28,989          (974)      105,776
 Net current assets of discontinued operations              -        50,277             -             -        50,277
 Other current assets                                   5,471         1,800         3,326             -        10,597
                                                   ------------------------------------------------------------------
  Total current assets                                113,018        94,009        55,730          (974)      261,783
 Property, plant, and equipment, net                   33,845        24,258        17,673             -        75,776
 Goodwill and other intangibles, net                   38,600       126,055        45,689             -       210,344
 Intercompany                                         167,439      (332,476)      (61,985)      227,022             -
 Net non-current assets of discontinued
   operations                                               -       115,404             -             -       115,404
 Other assets                                         227,772       161,070        (2,129)     (350,879)       35,834
                                                  -------------------------------------------------------------------
  Total assets                                    $   580,674    $  188,320    $   54,978    $ (124,831)   $  699,141
                                                  ===================================================================


Current liabilities                                 $  33,400     $  14,974     $  19,168    $   (3,040)   $   64,502
 Long-term debt, less current portion                 394,941                       3,652             -       398,593
 Other non-current liabilities                         15,484        14,973         2,699             -        33,156
                                                  -------------------------------------------------------------------
  Total liabilities                                   443,825        29,947        25,519        (3,040)      496,251

Shareholders' equity                                  136,849       158,373        29,459      (121,791)      202,890
                                                  -------------------------------------------------------------------
  Total liabilities and shareholders' equity        $ 580,674     $ 188,320     $  54,978    $ (124,831)   $  699,141
                                                  ===================================================================


                                     - 11 -

<PAGE>



                                                                   Domestic       Foreign       Elimina-     Consoli-
(In thousands)                                         Parent   Subsidiaries  Subsidiaries       tions         dated
                                                  -------------------------------------------------------------------
FOR THE THREE MONTHS ENDED JULY 1, 2001
Net sales                                         $    57,177    $   49,750    $   26,816    $   (4,657)   $  129,086
Cost of products sold                                  41,149        39,006        20,115        (4,657)       95,613
                                                  -------------------------------------------------------------------
Gross profit                                           16,028        10,744         6,701             -        33,473
                                                  -------------------------------------------------------------------
Selling, general and administrative expenses            7,992         4,144         4,794             -        16,930
Restructuring charges                                   8,840              -            -             -         8,840
Amortization of intangibles                               547         1,634           600             -         2,781
                                                  -------------------------------------------------------------------
                                                       17,379         5,778         5,394             -        28,551
                                                  -------------------------------------------------------------------
(Loss) income from operations                          (1,351)        4,966         1,307             -         4,922
Interest and debt expense                               8,122             -           145             -         8,267
Interest and other (expense) income                      (219)           55            51             -          (113)
                                                  -------------------------------------------------------------------
(Loss) income from continuing operations before
     income tax  (benefit) expense                     (9,692)        5,021         1,213             -        (3,458)
Income tax (benefit) expense                           (3,713)        2,588           486             -          (639)
                                                  -------------------------------------------------------------------
(Loss) income from continuing operations               (5,979)        2,433           727             -        (2,819)
Loss from discontinued operations                           -        (1,842)            -             -        (1,842)
                                                  -------------------------------------------------------------------
Net (loss) income                                 $    (5,979)   $      591    $      727    $        -    $   (4,661)
                                                  ===================================================================



FOR THE THREE MONTHS ENDED JULY 1, 2001
OPERATING ACTIVITIES:
Net cash (used in) provided by  operating
   activities                                     $     1,692    $    2,277    $   (1,146)   $        -    $    2,823
                                                  -------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchase of marketable securities, net                   (787)            -             -             -          (787)
Capital expenditures                                     (741)          (54)         (398)            -        (1,193)
Other                                                       -          (463)            -             -          (463)
                                                  -------------------------------------------------------------------
Net cash used in investing activities                  (1,528)         (517)         (398)            -        (2,443)
                                                  -------------------------------------------------------------------

FINANCING ACTIVITIES:
Net borrowings under revolving
  line-of-credit agreements                            (6,700)       (1,792)          123             -        (8,369)
Repayment of debt                                        (451)            -          (118)            -          (569)
Dividends paid                                         (1,006)            -             -             -        (1,006)
Other                                                    (289)            -             -             -          (289)
                                                  -------------------------------------------------------------------
Net cash provided by (used in) financing
   activities                                          (8,446)       (1,792)            5             -       (10,233)
Effect of exchange rate changes on cash                   (18)            -            29             -            11
                                                  -------------------------------------------------------------------
Net cash provided by continuing operations             (8,300)          (32)       (1,510)            -        (9,842)
Net cash used in discontinued operations                    -        (2,199)            -             -        (2,199)
                                                  -------------------------------------------------------------------
Net change in cash and cash equivalents                (8,300)       (2,231)       (1,510)            -       (12,041)
Cash and cash equivalents at beginning of period       11,017        (1,865)        4,863             -        14,015
                                                  -------------------------------------------------------------------
Cash and cash equivalents at end of period        $     2,717    $   (4,096)   $    3,353    $        -    $    1,974
                                                  ===================================================================

</TABLE>

                                     - 12 -


<PAGE>


12.  On April 1, 2002,  the Company  adopted  Statement of Financial  Accounting
     Standards  (SFAS) No. 142,  "Goodwill and Other  Intangible  Assets," which
     requires that  goodwill no longer be  amortized,  but reviewed on an annual
     basis at the reporting unit level for impairment.  Identifiable  intangible
     assets  acquired in a business  combination  are amortized  over the useful
     lives  unless  their  useful  lives are  indefinite,  in which  case  those
     intangible  assets are tested for  impairment  annually  and not  amortized
     until their lives are determined to be finite.  In accordance with SFAS No.
     142, the Company will complete a transitional  goodwill  impairment test by
     September  29, 2002 and does not  anticipate  recognition  of an impairment
     loss. No  reclassification  of  identifiable  intangible  assets apart from
     goodwill was necessary as a result of adoption of SFAS No. 142.

     The  Financial  Accounting  Standards  Board  (FASB)  issued  SFAS No. 143,
     "Accounting  for Asset  Retirement  Obligations" in June 2001. SFAS No. 143
     requires  that  the  fair  value of a  liability  for an  asset  retirement
     obligation  be  recognized  in the  period  in  which it is  incurred.  The
     associated  asset  retirement costs are capitalized as part of the carrying
     amount  of the  long-lived  asset.  This  Statement  is  effective  for the
     Company's  fiscal year  beginning  April 1, 2003.  The Company is currently
     assessing the Statement and the impact,  if any, that adoption will have on
     the consolidated financial statements.


     The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
     Long-Lived  Assets" in August 2001.  SFAS No. 144  supersedes  SFAS No. 121
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to be Disposed Of," and the accounting  and reporting  provisions of
     APB Opinion No. 30,  "Reporting  the Results of  Operations - Reporting the
     Effects of Disposal of a Segment of a Business, and Extraordinary,  Unusual
     and Infrequently  Occurring Events and Transactions." The statement,  while
     retaining many of the fundamental recognition and measurement provisions of
     SFAS No.  121,  changes  the  criteria  to be met to  classify  an asset as
     held-for-sale as well as the grouping of long-lived  assets and liabilities
     that represent the unit of accounting for a long-lived asset to be held and
     used.  SFAS No. 144 is effective  for the Company's  fiscal year  beginning
     April 1, 2002. As of June 30, 2002,  this  Statement has not had any impact
     on the consolidated financial statements.





                                     - 13 -

<PAGE>




Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
                             (AMOUNTS IN THOUSANDS)

The Company is a leading U.S.  designer and  manufacturer  of material  handling
products,  systems and services which efficiently and ergonomically  move, lift,
position or secure  material.  Key products  include hoists,  cranes,  chain and
forged   attachments.   The  Company's  material  handling  Products  are  sold,
domestically  and  internationally,  principally  to  third  party  distributors
through  diverse  distribution  channels,  and to a lesser  extent  directly  to
manufacturers  and  other  end-users.   Distribution  channels  include  general
distributors,   specialty  distributors,  crane  end  users,  service-after-sale
distributors,  original equipment manufacturers (OEMs), government, consumer and
international.   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  businesses  primarily deal
directly  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.


RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2002 AND JULY 1, 2001
Net sales in the fiscal  2003  quarter  ended  June 30,  2002 were  $113,891,  a
decrease  of $15,195 or 11.8% from the fiscal 2002  quarter  ended July 1, 2001.
Sales in the Products segment were down 10.7% and sales in the Solutions segment
decreased by 17.6% as a result of the ongoing  softness in  industrial  markets,
particularly domestically.  Sales in the individual segments were as follows, in
thousands of dollars and with percentage changes for each segment:

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED
                                          ------------------
                                        JULY 1,        JULY 2,               CHANGE
                                         2001           2000         AMOUNT            %
                                         ----           ----         ------        -------
                                              (IN THOUSANDS, EXCEPT PERCENTAGES)

<S>                                 <C>             <C>            <C>               <C>
Products                            $    97,854     $   109,619    $   (11,765)      (10.7)
Solutions                                16,037          19,467         (3,430)      (17.6)
                                    -----------     -----------    -----------     -------
Consolidated net sales              $   113,891     $   129,086    $   (15,195)      (11.8)
                                    ===========     ===========    ===========     =======
</TABLE>


The Company's  consolidated  gross profit margins were  approximately  24.3% and
25.9% for the fiscal 2003 and 2002 quarters,  respectively. Gross profit margins
were  25.5%  and  28.5%  for the  Products  segment  and 16.7% and 11.7% for the
Solutions  segment,  in the fiscal  2003 and 2002  quarters,  respectively.  The
decline  in  consolidated  gross  profit  margin and the  Products  segment is a
combined  result  of  decreased  volume  and lack of  pricing  increases  to the
customer.  The Solutions  segment  experienced  increased  gross profit  margins
despite  decreased  sales volume for the fiscal 2003 quarter as a result of more
profitable projects.


                                     - 14 -

<PAGE>

Selling  expenses were $11,323 and $11,110 in the fiscal 2003 and 2002 quarters,
respectively.  As a percentage of consolidated net sales,  selling expenses were
9.9% and 8.6% for the fiscal 2003 and 2002 quarters.

General and  administrative  expenses  were $6,704 and $5,820 in the fiscal 2003
and 2002  quarters,  respectively.  As a percentage of  consolidated  net sales,
general and  administrative  expenses  were 5.9% and 4.5% in the fiscal 2003 and
2002  quarters,  respectively.  The increase is the result of increased  product
liability  expense recorded by the Company's  captive  insurance  company.  This
increased  product  liability  expense is the result of and offset by the higher
investment income shown on the interest and other (expense) income line.

In conjunction with the continuation of its strategic  integration  process, the
Company incurred restructuring charges of $8,840,000 as a result of its decision
to close the Forrest  City,  Arkansas  plant during the first  quarter of fiscal
2002. The charges consisted mainly of lease termination and employee  separation
costs.

Amortization  of  intangibles  was $129 and $2,781 in the  fiscal  2003 and 2002
quarters,  respectively.  The  decrease in  amortization  is  reflective  of the
cessation of amortization of goodwill in accordance with SFAS No. 142.

Interest  and debt  expense  was $7,277  and $8,267 in the fiscal  2003 and 2002
quarters,  respectively.  The fiscal 2003  decrease is the result of  decreasing
debt  levels.  As a  percentage  of  consolidated  net sales,  interest and debt
expense was 6.4% for both the fiscal 2003 and 2002 quarters.

Interest income and other  (expense)  income was $3,493 and ($113) in the fiscal
2003 and 2002  quarters,  respectively.  The increase in the current year fiscal
quarter is the result of increased  investment earnings,  specifically  realized
gains, on assets in the Company's captive insurance company.

Income taxes as a percentage of income (loss) before income taxes were 38.5% and
18.5% in the fiscal 2003 and 2002  quarters,  respectively.  The  percentage for
fiscal 2002  differs from the U.S.  statutory  rate as a result of the effect of
$2,330 of nondeductible amortization of goodwill resulting from acquisitions.


LIQUIDITY AND CAPITAL RESOURCES

The Revolving  Credit Facility  provides  availability  up to $150 million,  due
March 31, 2003,  against  which $124 million was  outstanding  at June 30, 2002.
Interest  is payable at varying  Eurodollar  rates  based on LIBOR plus a spread
determined by the Company's leverage ratio amounting to 375 basis points at July
31, 2002. The Revolving Credit Facility is secured by all equipment,  inventory,
receivables,  subsidiary  stock  (limited to 65% for foreign  subsidiaries)  and
intellectual property.


                                     - 15 -

<PAGE>

The  senior  subordinated  8 1/2% Notes  issued on March 31,  1998  amounted  to
$199,468,  net of original  issue  discount of $532 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  in the 8 1/2% Notes  agreement).  On or after  April 1, 2003,  they are
redeemable at prices  declining  annually to 100% on and after April 1, 2006. In
the event of a Change of Control (as defined in the  indenture  for such notes),
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 guaranteed by certain  domestic
subsidiaries and are not subject to any sinking fund requirements.

The Company  manages its debt  portfolio by using interest rate swaps to achieve
an overall  desired  position of fixed and floating  rates.  The Company entered
into an  interest  rate swap  agreement  to  effectively  convert $40 million of
variable-rate  debt to fixed-rate debt which matures in June 2003. The cash flow
hedge is  considered  effective and the gain or loss on the change in fair value
is reported in other comprehensive income, net of tax.

Since the Revolving  Credit  Facility  expires on March 31, 2003, the Company is
currently in the process of negotiating new debt instruments  which are expected
to be finalized by  approximately  September 30, 2002. The new debt  instruments
are believed to be sufficient to fund ongoing  operations  and budgeted  capital
expenditures for at least the next twelve months.

Net cash used by operating activities was $6,142 for the three months ended June
30, 2002  compared to cash  provided by operating  activities  of $2,823 for the
three months ended July 1, 2001. The $8,965  difference is due to changes in net
working capital components.

Net cash  provided by  investing  activities  increased to $16,940 for the three
months ended June 30, 2002 from net cash used in investing  activities of $2,443
for the three  months  ended July 1, 2001 as a result of the  proceeds  from the
sale of ASI and proceeds from the sale of assets held for sale.

Net cash used in  financing  activities  was $22,599 for the three  months ended
June 30, 2002  compared to $10,233 for the three months ended July 1, 2001.  The
$12,366  increase is primarily  the result of proceeds from the sale of ASI used
to pay down debt.



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 June 30, 2002 and July 1, 2001
were $950 and $1,193, respectively.


                                     - 16 -

<PAGE>


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 and holiday  concentrations,  by the timing
and extent of restructuring  projects,  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.


EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

On  April 1,  2002,  the  Company  adopted  Statement  of  Financial  Accounting
Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets," which requires
that  goodwill no longer be  amortized,  but  reviewed on an annual basis at the
reporting unit level for impairment.  Identifiable intangible assets acquired in
a business  combination  are amortized over the useful lives unless their useful
lives are  indefinite,  in which  case  those  intangible  assets are tested for
impairment  annually and not  amortized  until their lives are  determined to be
finite.   In  accordance  with  SFAS  No.  142,  the  Company  will  complete  a
transitional  goodwill  impairment  test by  September  29,  2002  and  does not
anticipate   recognition  of  an  impairment   loss.  No   reclassification   of
identifiable  intangible assets apart from goodwill was necessary as a result of
adoption of SFAS No. 142.

The Financial Accounting Standards Board (FASB) issued SFAS No. 143, "Accounting
for Asset  Retirement  Obligations" in June 2001. SFAS No. 143 requires that the
fair value of a liability  for an asset  retirement  obligation be recognized in
the period in which it is incurred.  The associated  asset  retirement costs are
capitalized  as  part of the  carrying  amount  of the  long-lived  asset.  This
Statement is effective for the Company's  fiscal year  beginning  April 1, 2003.
The Company is currently  assessing the  Statement and the impact,  if any, that
adoption will have on the consolidated financial statements.


The FASB issued  SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets"  in  August  2001.  SFAS No.  144  supersedes  SFAS No.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and Transactions." The statement, while retaining many of the fundamental
recognition and measurement  provisions of SFAS No. 121, changes the criteria to
be met to  classify  an  asset  as  held-for-sale  as  well as the  grouping  of
long-lived  assets and  liabilities  that represent the unit of accounting for a
long-lived  asset  to be held  and  used.  SFAS  No.  144 is  effective  for the
Company's  fiscal  year  beginning  April  1,  2002.  As of June 30,  2003,  the
Statement has had no impact on the consolidated financial statements.


                                     - 17 -

<PAGE>


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.






                                     - 18 -

<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 99.1             Certification of Chief Executive Officer

           Exhibit 99.2             Certification of Chief Financial Officer

           There are no reports on Form 8-K.











                                     - 19 -


<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 14, 2002                      /S/ ROBERT L. MONTGOMERY, JR.
      ----------------                     ---------------------------------
                                           Robert L. Montgomery, Jr.
                                           Executive Vice President and
                                              Chief Financial Officer (Principal
                                              Financial Officer)















                                     - 21 -