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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

/x/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

OR

/ /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
  TO

Commission File No. 1-8009

ROHN Industries, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE

36-3060977(State of incorporation)

(I.R.S. Employer
Identification No.)6718 West Plank Road, Peoria, Illinois

61604(Address of principal executive office)

(Zip Code)


Registrant's
telephone number including area code: (309) 697-4400

Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act:
Common Stock $0.01 par value

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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

On
March 25, 2002, 40,848,814 shares of common stock were outstanding. The aggregate market value of stock held by non-affiliates of the registrant is $35,368,411,
based upon the closing price of shares of the Registrant's common stock as reported by the Nasdaq National Market on that date. For purposes of this computation, shares held by directors of the
registrant have been excluded. Such exclusion of shares held by directors is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the registrant.

Documents Incorporated by Reference

Portions of the registrant's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 9, 2002 are incorporated by reference in
Part III of this Form 10-K to the extent stated herein. Except with respect to information specifically incorporated by reference in this Form 10-K, the
Proxy Statement shall not be deemed filed as a part hereof.

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PART I

Matters discussed in this report contain forward-looking statements which reflect management's current judgment. Many
factors, some of which are discussed elsewhere in this document, could affect the future financial results of the Company and could cause those results to differ materially from those expressed in the
forward-looking statements contained in this document. These factors include operating, legal and regulatory risks, economic, political and competitive forces affecting the telecommunications
equipment and fiber optic network business, and the risk that the Company's analyses of these risks and forces could be incorrect or that the strategies developed to address them could be
unsuccessful. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in Exhibit 99.1 to this
report, which information may be revised in future Securities and Exchange Commission filings by the Company.

Item 1.    Business.

General

ROHN Industries, Inc., formerly known as UNR Industries, Inc., ("ROHN" or the "Company"), is a leading manufacturer and installer of infrastructure
products for the communications industry, including cellular telephone, fiber optic network, Internet, Personal Communications Systems ("PCS"), Enhanced Specialized Mobile Radio ("ESMR"), paging,
radio and television broadcast, wireless cable, private microwave and other telecommunications businesses. The Company's principal product lines are tower structures, equipment enclosures and
construction services. The Company is primarily a domestic manufacturer, and comments on market conditions relate to the domestic market. However, the Company began a small manufacturing operation for
equipment enclosures in Mexico City, Mexico in late 2000.

From
1995 to 1997, the Company's growth was primarily due to the growth of domestic wireless communications systems, and the growth of its equipment enclosures product line. While U. S.
wireless capital expenditures continued at an accelerated pace from late 1997 through the first half of 1999, these expenditures were increasingly made in technological system improvements rather than
for additional cell site development. In addition, the development of a new build-to-suit tower industry, along with local zoning requirements, encouraged increased emphasis on
co-location of existing and new cell sites, further decreasing the total number of cell sites developed. These were significant factors in the decreased revenues experienced by the Company
during 1999. The Company benefited in 2000 from the build-out of wireless communication systems as capacity requirements increased with the growth in both wireless voice and data, along
with the growth of infrastructure to support voice and data transmissions through fiber optic networks. In 2001 both the telecommunications and fiber optic markets experienced sudden and severe
declines due to over capacity in the fiber optics market and capital market constraints.

The
Company's key products consist of self-supporting and guyed (cable-supported) tubular and solid towers, flanged and tapered steel poles, concrete, fiberglass and steel
equipment enclosures, equipment cabinets, antenna mounts and construction services. The Company discontinued the manufacture and sale of steel agricultural products in late 2000.

The
Company was organized as a Delaware corporation in 1979. In 1982, the Company filed a voluntarily petition for reorganization under Chapter 11 of the Federal Bankruptcy Code.
Pursuant to a Plan of Reorganization accepted by the Company's creditors and stockholders and confirmed by the Bankruptcy Court in 1989, the Company issued 42,404,847 shares of common stock to the UNR
Asbestos-Disease Claims Trust (the "Trust") and unsecured creditors in full discharge of all claims. The Trust currently owns 22,556,558 shares of common stock representing approximately 55.2% of the

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Company's currently outstanding shares of common stock. In March 1997, the Company moved its principal executive offices from Chicago, Illinois to Peoria, Illinois, and in
December 1997, the Company changed its name to ROHN Industries, Inc. The Company currently maintains its executive offices and main tower manufacturing facility at 6718 West Plank Road,
Peoria, Illinois 61604.

On
April 16, 2001 the Company announced the final results of its "Dutch Auction" self-tender offer to purchase up to 10.3% of its common stock and, in accordance with
the terms of the self-tender offer, the Company accepted for purchase 5,430,729 shares of Common Stock at a price of $4.125 per share net to the seller in cash. Payment for the shares
accepted in the self-tender offer was made on April 17, 2001. In connection with the Company's previously announced stock purchase agreement with the Trust, the Company purchased
6,791,493 shares of common stock from the Trust at $4.125 on April 23, 2001. The Company funded the purchase of the shares from the self-tender offer and from the Trust using
borrowings under its new credit facility and cash on hand.

Telecommunications Equipment Market

The use of wireless voice services in the United States has shown rapid growth in recent years, from about 5 million subscribers in 1990 to over
118 million at the mid year 2001. Increased demand
for wireless voice and data services is expected to present significant growth opportunities for wireless telecommunication service providers. According to the Cellular Telecommunications Industry
Association (the "CTIA"), in the United States, the penetration rate of wireless telecommunications subscribers is expected to double over the next five years, from approximately 33% of the current
population to 70% by 2006. According to the CTIA, wireless data growth is forecast to grow at even higher rates than wireless voice services, from approximately 2 million subscribers in 1999 to
25 million subscribers in 2006. To keep up with this increased demand, wireless carriers will require new cell sites in order to add coverage zones, as well as to handle increases in
subscribers in existing coverage zones.

Competition
among wireless carriers is becoming increasingly intense, lowering the average cost per minute for a wireless call (voice and data) to the point where a wireless phone is now
an economic alternative to a wire line phone. This cost reduction may serve to further enhance the growth of wireless subscribers. In addition, other new technologies such as broadband wireless
provide opportunities to serve the rapid growth of Internet services by providing "last mile" links from fiber optic hubs to office buildings. New technologies are continually being introduced to use
available wireless spectrum as an alternative to traditional copper wire. These new technologies often require the use of towers, poles, mounts and equipment enclosures such as those manufactured by
the Company.

Radio
and Television broadcast is another market served by the Company. Recent changes in FCC regulation and the introduction of high definition television (HDTV) should provide
additional opportunities for the Company, as new antenna support structures may be required to support these new broadcasting technologies. During 2001 the Company completed the installation of a
2,000 foot "tall tower". This contract represents the Company's first entry into the ultra high tower market and is the result of the Company's commitment to the expanding tall tower industry. The
Company has enhanced its engineering, manufacturing and installation capabilities to enable it to expand its sales in this market segment.

ROHN
is also an active participant in the fiber optic network industry, supplying equipment enclosures and site installation services to many of the major fiber optic carriers in the
United States. The main source of growth in fiber optics telecommunications is data traffic and the Internet. The growth of these market segments slowed significantly in 2001; this decline, in
conjunction with the recent expansion programs in fiber optic coverage, resulted in a current excess of fiber optic capacity. As a result the build out of fiber optic lines experienced a sudden and
severe decline in 2001.

The
Company also plans to continue to develop international markets through its United States customers by following these customers to new markets throughout the world and through the

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establishment of strategic partnerships. See "BusinessInternational" in Item 1 for additional information.

Products

Tower Structures.The Company manufactures many configurations of towers, ranging from a 2,000-foot high tower to
small antenna mounts. The Company's principal tower product is the tubular self-supporting tower ranging in heights up to 900 feet. The Company's towers are used across the world for
television broadcast, AM/FM radio broadcast, microwave, cellular telephone, PCS, radar, surveillance camera mounts, solar power stations and weather stations. Included within the Tower Structures
segment are steel poles, generally used where space is too limited to erect a tower and antenna mounts that are hot-dipped galvanized to prevent corrosion. In 2001, the Company completed
construction of a "tapered steel pole" manufacturing facility in Peoria. As cellular service providers continue to improve coverage in existing service areas, the use of poles is expected to expand.
Antenna mounts range from non-penetrating roof mounts that spread the balanced weight of an antenna over a large area to mounts that concentrate weight for compact installation. The
Company also provides tower mounts, wall mounts for corners or flat walls, square pole mounts, and standard roof mounts for flat or sloped roofs.

Historically,
the Company's tower products have consisted primarily of tubular steel towers, which represent about 85% to 90% of this segment's sales. As part of its initiative to grow
market share, the Company increased its focus on solid steel towers in 2000, developing a manufacturing process and establishing a sales effort to support this product line. While there is not a
significant difference between tubular steel towers and solid steel towers in functionality, manufacturing processes, or costs to produce, the Company has found that some of its prospective customers
have a preference for solid steel towers, which are currently offered by some of ROHN's competitors. The Company increased emphasis on sales of solid steel towers to existing and new customers in
2001.

Approximately
38%, 51%, and 64% of the Company's revenues were attributable to sales in the Tower Structures segment for years 2001, 2000, and 1999, respectively.

Equipment Enclosures.Secure housing of highly valuable electronic components and power systems is a major concern for
communications companies. The Company's concrete equipment enclosures are made of lightweight concrete with steel reinforcements for added strength. The Company's fiberglass equipment enclosures are
made of laminated fiberglass and are lightweight, portable, strong and secure. The Company also markets a non-combustible equipment enclosure for rooftop applications, manufactured with a
steel frame to meet strict fire codes. Equipment cabinets, made of lightweight concrete or molded fiberglass for water and rust resistance, are designed as maintenance-free structures for
compact equipment installations. The Equipment Enclosures segment accounted for approximately 44%, 36%, and 30% of the Company's revenues for years 2001, 2000, and 1999, respectively. Concrete
structures represent the largest part of the Company's Equipment Enclosures segment, generating more than 87% of Equipment Enclosures segment revenues for years 2001, 2000, and 1999.

Construction Services.The Company provides customers with turnkey construction services, which it tailors based upon
customers' project needs. The Company's construction services have historically been offered as a means of supporting tower sales efforts to customers that did not have construction capabilities. In
the last three years, however, ROHN's construction capabilities have grown to meet the needs of tower and enclosure customers who have large project needs, where ROHN's products may provide only one
of the many types of structures that require erection and installation. The Company offers its customers the opportunity to engage ROHN to obtain and/or coordinate the following services: site
identification, search acquisition and preparation, certified tower and equipment enclosure design drawings, civil engineering services, tower and equipment enclosure foundations,

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tower erection and equipment enclosure installation, procurement and installation of antennae and transmission lines, and maintenance and inspection of sites. Construction services accounted for
approximately 18%, 13%, and 6% of the Company's revenues for years 2001, 2000, and 1999, respectively.

A
portion of the revenue recognized in the Company's Construction and Enclosure segments is generated from contracts that require the posting of bid and performance bonds. A bid bond is
required to be posted prior to the submission of a proposal and a performance bond is required to be posted for awarding a contract. In the Construction segment, this revenue relates to complete
turn-key jobs, and in the Equipment Enclosure segment this revenue relates to installation services.

The
Company is experiencing difficulty in acquiring bonds for new proposals and contracts. Although the Company is currently in discussions with certain bonding agencies, to date these
bonding agencies have indicated that they are unwilling to provide bonds to the Company unless it provides a letter of credit to ensure its payment obligations in respect of the bonds or provides the
bonding agencies with sufficient collateral to secure these obligations. Substantially all of the Company's assets are pledged as collateral under the credit facility, and thus cannot support the
bonding requirements without the unanimous agreement of the lenders under the credit facility. The Company has informed its bank lenders of the difficulty in acquiring bonding and the potential impact
on the future business if the Company is unable to secure these bonds. The bank lenders have requested updated financial information from the Company in order to evaluate the Company's bonding
situation, but have preliminarily indicated that the issuance of a letter of credit to support bonds is unlikely. The inability to acquire new bonds would impact the Company's ability to win certain
new construction and installation contracts and is likely to have a material adverse effect on the Company's business, financial condition and results of operations.

See
Note 15 to the Consolidated Financial Statements of the Company in Item 8 for additional financial information regarding the Company's business segments.

Patents and Trademarks

The Company has several patents and trademarks, none of which are considered material to its operations.

Seasonality of Business

The Company has periodically experienced and expects to continue to experience significant fluctuations in its quarterly results. Many of these fluctuations have
resulted from disruptions in its customers ability to accept shipments due to unusual and prolonged weather-related construction delays, and to the capital budgeting cycle of many of its customers. It
is expected that fluctuations in quarterly results could become more significant in the future as customers move to a more centralized purchasing environment and as the consolidation of wireless
communication service providers and build-to-suit customers continue.

The
Company's working capital requirements do not vary significantly from period to period.

International

Foreign sales accounted for approximately $28.2 million, $37.6 million, and $22.1 million of the Company's revenues for years 2001, 2000, and
1999, respectively. The Company has sold towers and other equipment in more than 55 countries and currently operates a small manufacturing facility, as well as a sales and construction office, in
Mexico City, Mexico. In December 1997, the Company entered into an agreement with BrasilSat Harald S.A. ("BrasilSat") of Curitiba, Brazil to form a corporate joint venture to serve the
telecommunications infrastructure industry in Brazil and South America. The corporate joint

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venture began production of enclosures in late 1998. The corporate joint venture's operations were adversely affected by the Brazilian economy in 1998 and early 1999. In September 1999, the
Company sold its interest in the joint venture to its joint venture partner, BrasilSat. The Company plans to develop other foreign markets through its United States customers, who are investing in
telecommunications on a global basis, and through the continued establishment of partnerships and facilities in key developing countries.

In
September 1999, the Company announced a joint marketing agreement with Radiotronica, S.A., a Spanish multi-national firm which is one of the world's largest turnkey
telecommunications providers. Radiotronica currently operates in Spain, Portugal, Morocco, and Latin America, where it has subsidiaries in Argentina, Brazil, Chile, Columbia, Mexico, El Salvador,
Guatemala and Peru. As part of the agreement, the Company and Radiotronica cooperate in the development and
construction of the wireless telecommunications infrastructure in Latin America. The agreement provides for a unified marketing and sales structure.

Substantially
all of the Company's sales of products produced in the United States are negotiated, invoiced and paid in United States dollars. Sales of products and services obtained
outside the United States are typically negotiated, invoiced and paid in local currency. Accordingly, as international business becomes a greater portion of the Company's revenue, exchange rates may
have an increased effect on the Company's revenue. Changes in exchange rates may also influence the willingness of customers to purchase the Company's products. Adverse effects from economic
instability similar to those experienced by BrasilSat in 1998 and early 1999 may have an adverse effect on the Company's foreign sales. In addition, the Company's international business strategy may
require it to make significant investments outside of the United States. While the Company's credit facility permits international investments, subject to specified limits, the Company can not be
certain that the permitted amount will be sufficient to fully execute its international business strategy.

See
Notes 14, 15 and 16 to the Consolidated Financial Statements of the Company in Item 8 for additional financial information regarding the Company's international
operations.

Customers and Backlog

The Company markets its products worldwide, through a variety of marketing channels with different customer focuses. Domestically, the Company has 10 direct
salespeople.

For
international sales efforts, the Company employs two salespeople who concentrate on Mexico and Latin America. In addition, the Company utilizes two key distributors and a variety of
agents to cover the remainder of the world.

The
Company includes in its backlog both the value of contracts it has received from customers, as well as firm purchase orders it has received to produce and complete delivery of
products and services. The company backlog at December 31, 2001 was approximately $52.5 million. The Company expects all of the backlog as of December 31, 2001 to be fulfilled in
the 2002 fiscal year. In early 2001, as a result of receiving change orders effecting cancellations and deferrals, the Company removed approximately $41 million from its backlog. After taking
these reductions into account, at December 31, 2000, the Company's backlog was approximately $120.8 million. The Company's backlog was approximately $93.0 million at
December 31, 1999.

The
2001, 2000, and 1999 backlog includes a substantial portion of a contract with the Commonwealth of Pennsylvania for a statewide radio communications project. The Commonwealth of
Pennsylvania contract was initially worth $40 million. The scope of the contract was expanded and in early 2001
negotiations for the modification of the contract were completed expanding the contract to $60 million. At December 31, 2001 the backlog for the Commonwealth of Pennsylvania project was
$24.5 million. It is anticipated that this turnkey project will be substantially completed by the end of 2002.

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Three
customers accounted for approximately 31.7% of the Company's net sales in 2001. Consolidated sales in 2001 to American Tower Corporation represent 11.3% of total revenue (16% in
2000). Consolidated sales in 2001 to the Commonwealth of Pennsylvania represent 10.1% of total revenue (4.5% in 2000). Consolidated sales in 2001 to Qwest Communications Corporation in 2001 represent
10.3% of total revenue (4.0% in 2000).

Competition

The telecommunications infrastructure industry is highly competitive. No one company holds a dominant position on a national basis in any of the Company's
business segments. In each of the Tower Structures and Equipment Enclosure segments, competitors are numerous, though several large national manufacturers account for a substantial majority of the
sales. The Company believes that it is one of these large manufacturers. The Construction Services segment is highly fragmented.

The
Company faces substantial competition in the Tower Structures, Equipment Enclosures and Construction Services segments of its business from established competitors, some of which
have greater financial, engineering, manufacturing, and marketing resources than the Company. The Company believes the primary basis of competition in its business are price, quality, service and
lead-time for delivery. The Company's competitors can be expected to continue to improve the design of their products, to introduce new products with competitive prices and performance
characteristics and to improve customer service. Competitive pressures caused an erosion in operating margins in early 1999 and in the second half of 2001. Competitive pressures could again
necessitate further price reductions, adversely affecting operating results in the future. The Company believes that it has certain competitive advantages over its competitors, such as its broad
engineering flexibility and capability, its historic customer relationships, its international relationships, its ability to retain a skilled workforce, and its purchasing volume for raw materials.
The Company cannot be certain that it will be able to maintain the competitive advantages it currently enjoys.

Raw Materials

The primary raw materials used by the Company to produce its products are steel, zinc and concrete. These materials are currently readily available in the
marketplace. The Company is not dependent upon any single supplier for any materials essential to its business or that are not
otherwise commercially available. The Company has been able to obtain an adequate supply of raw materials and does not anticipate a shortage of raw materials. The Company's ability to continue to
acquire steel, zinc and concrete on favorable terms, however, may be adversely affected by factors beyond its control.

Because
steel, zinc and concrete constitute a significant portion of the Company's cost of goods sold, any increase in the price of such materials could have a material adverse impact on
the Company's gross profit margins.

Employees

As of December 31, 2001, the Company employed 594 people. Significant reductions in the Company's work force require the Company to provide at least sixty
days notice of further reductions. The decision was made in late 2001 that further reductions would be required by the Company and notice was provided to impacted employees. The work force at the end
of January 2002 was 460 people.

Collective
bargaining agreements cover 223 employees at its facilities in Peoria and Frankfort at December 31, 2001. The number of employees covered by the collective bargaining
agreements was further reduced in January 2002 to 171 employees. The Company's union employees are members of the United Automobile, Aerospace and Agricultural Implement Workers of America
(UAW) in Peoria and the Retail, Wholesale and Department Store Union (RWDSU) in Frankfort. During 2000, the company negotiated a new two-tier wage agreement with the UAW in connection with
the construction and startup

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of the tapered steel pole facility in Peoria, Illinois. This new labor agreement also extends the Company's current UAW labor agreement until 2006. The Company considers its relations with its
employees to be good.

The
Company's success depends to a significant degree upon the continued contributions of key management, engineering, sales, marketing, customer support, finance and manufacturing
personnel. The loss of certain personnel could have a material adverse effect on the Company and its operations. The Company cannot be certain that these personnel will continue to be available to the
Company. In addition, the Company believes that its success depends on its ability to attract additional qualified employees and that the failure to do so could have a material adverse effect on the
Company and its operations.

Environmental Matters

The Company is subject to laws and regulations pertaining to air emissions, wastewater discharge, the handling and disposal of solid and hazardous wastes, the
remediation of site contamination, etc., relating to health, safety and the protection of the environment. The Company has made expenditures to comply with environmental laws and regulations,
including investigation and remediation of soil and groundwater contamination, and expects to continue to make such expenditures to comply with existing and future requirements. While such
expenditures have not had, and are not expected to have, a material adverse effect on the Company's financial condition or results of operations, there can be no assurance that more stringent
regulations or enforcement in the future will not have such effects.

In
some cases, the Company has notified state or federal authorities of a possible need to remedy currently or formerly operated sites. The Company has also been notified by various
state and federal governmental authorities that it may be a "potentially responsible party" or otherwise have responsibility with respect to clean-up obligations at certain hazardous and
other waste disposal sites that were not owned or operated by the Company. In several such cases, the Company has entered into settlements with the relevant authorities or other parties for immaterial
amounts. In other cases, the Company is participating in negotiations for settlement with the relevant authorities or other parties involving currently or formerly operated sites, or has notified
authorities that it denies liability for clean-up obligations. The costs or liabilities the Company may incur with respect to these sites are difficult to predict until the level of
contamination is determined. The Company, after consultation with legal counsel and environmental experts, and based on currently available information, believes that the ultimate outcome with respect
to all of these sites will not have a material adverse effect on the Company's financial condition or on its results of operations.

Item 2.    Properties.

The Company has 1,134,200 square feet of manufacturing capacity at facilities located in Peoria, Illinois, Bessemer, Alabama, Frankfort, Indiana, Casa Grande,
Arizona and Mexico City, Mexico. The Company's headquarters are located in Peoria, Illinois. Each of the Company's domestic facilities is subject to a mortgage or leasehold mortgage, securing the
obligations of the Company and its

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subsidiaries under the Company's bank credit facility. Listed below are the manufacturing facilities of the Company:

|Location            |  | Owned/Leased    |  | Square Footage |  | Principal Application Served                                      
|------------------- |  | --------------- |  | -------------- |  | ------------------------------------------------------------------
|Peoria, IL          |  | Owned           |  | 467,000        |  | Tower manufacturing, pole manufacturing and galvanizing           
|Frankfort, IN       |  | Owned           |  | 180,000        |  | Tower and tower mounts manufacturing                              
|Bessemer, AL        |  | Owned/Leased(1) |  | 250,000        |  | Enclosure manufacturing                                           
|Casa Grande, AZ     |  | Owned(2)        |  | 118,200        |  | Enclosure manufacturing (substantially idled, being held for sale)
|Casa Grande, AZ     |  | Owned(2)        |  | 112,000        |  | Enclosure manufacturing (substantially idled, being held for use) 
|Mexico City, Mexico |  | Leased(3)       |  | 7,000          |  | Enclosure manufacturing                                           

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The
Casa Grande facility consists of two facilities on three adjacent parcels. In late 2001 the Company decided that a portion of the Casa Grande facility would be classified as "held
for sale". The entire property is listed with a real estate agent and is being actively marketed.

The
Company believes its facilities are adequate for its current and reasonably anticipated future needs.

Item 3.    Legal Proceedings.

The Company is involved in various pending legal proceedings and claims arising in the ordinary course of business, as well as pending claims arising from the
Company's disposition of certain Divisions prior to 1997. Although the outcome of such proceedings and claims cannot be determined with certainty, the Company believes, after consultation with legal
counsel, that such proceedings and claims, individually or in the aggregate, are not material to any of its businesses, financial condition, or results of operations. See "Business-Environmental
Matters" in Item 1 for additional information.

Item 4.    Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of the Company's security holders during the fourth quarter of fiscal year 2001.

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Additional Item: Executive Officers of the Registrant

The Executive Officers of the Company are listed below. Executive Officers are elected by the Board of Directors and serve at the discretion of the Board.

|Name of Executive Officer |  | Officer Since |  | Age |  | Present Position and Five Year Business Experience                                                                                                                                                                                                                                                                                                                                       
|------------------------- |  | ------------- |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Brian B. Pemberton        |  | 1997          |  | 58  |  | President and Chief Executive Officer of ROHN Industries, Inc. (commencing April 14, 1997); President, Skycell Services, a division of American Mobile Satellite Corporation, a common carrier providing satellite-based
mobile voice and data services to North America ("AMSC")(August 1996 to December 1996); President and Chief Executive Officer, AMSC (April 1995 to August 1996).
|Horace Ward               |  | 2000          |  | 41  |  | Chief Operating Officer and Senior Vice PresidentROHN Industries, Inc. (commencing November 2001); PresidentEquipment Enclosures Division of ROHN, Inc. (December 2000 to November 2001); Vice President of Equipment Enclosures, ROHN, Inc.
(March 2000 to December 2000); Manufacturing Manager (January 1998 to March 2000).                                                        
|James R. Cote(1)          |  | 1993          |  | 52  |  | Vice PresidentSales and Marketing of ROHN Industries, Inc. (June 1999 to December 2001); Vice PresidentInternational and Corporate Development (April 1998 to June 1999); Vice-PresidentSales and Marketing (September 1997 to April
1998); Vice-President Sales and Marketing, ROHN Division of UNR Industries, Inc. (1994-1997).                                                    
|James F. Hurley(1)        |  | 2000          |  | 49  |  | Vice-PresidentChief Financial Officer of ROHN Industries, Inc. (June 2000 to November 2001). Senior Vice President of Finance, MIS and Administration and Chief Financial Officer for Quality Stores, Inc. (1997-2000).                                                                                                                                                                 
|David G. Brinker          |  | 2000          |  | 48  |  | Vice PresidentEngineering of ROHN Industries, Inc. (commencing 1994).                                                                                                                                                                                                                                                                                                                   
|Paul D. Grove             |  | 2000          |  | 48  |  | Vice PresidentTower Division of ROHN Industries, Inc. (commencing August 2000); President and General Manager, Hutchinson/Mayrath Division of TIC United Corporation (1997 To 2000).                                                                                                                                                                                                    
|Rufus J. Pearson, III(1)  |  | 2000          |  | 60  |  | Vice PresidentROHN Construction, Inc. (June 2000 to December 2001); Managing Director of Redevelopment ProjectNorthwestern Memorial Hospital (April 1998 to September 1999).                                                                                                                                                                                                           
|Jeff Jablonski            |  | 2001          |  | 40  |  | Director of Taxation (commencing December 1996), Treasurer (commencing May 1999) and Principal Accounting Officer (commencing November 2001)                                                                                                                                                                                                                                             

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PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters.

The Company's common stock is quoted on the Nasdaq National Market. Its trading symbol is ROHN. The following table sets forth, for the periods indicated, the
high and low bid quotations on the Nasdaq National Market as reported by Dow Jones:

High

Low

Dividends Per Share2000First Quarter

6.22

2.69

Second Quarter

4.81

2.50

Third Quarter

5.13

3.88

Fourth Quarter

5.38

3.13

2001First Quarter

4.44

3.19

Second Quarter

6.38

3.66

Third Quarter

6.25

1.67

Fourth Quarter

3.13

1.66




As
of March 25, 2002, the Company had 1,881 registered holders of record of its common stock and 40,848,814 shares of common stock outstanding. The number of holders of record
excludes beneficial owners of common stock held in street name.

Dividend Policy

The Company has not paid dividends on its common stock since December 29, 1997. The Company's credit facility prohibits the Company from paying dividends
prior to 2003 without the consent of the lenders under the credit facility, and thereafter restricts the payment of dividends. The Company may consider paying dividends in the future. However, any
future determination to pay dividends will depend on the Company's results of operations, financial condition, capital requirements, contractual restrictions including under any credit facility or
other financing agreements then in effect, and other factors deemed relevant by the Company's Board of Directors.

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Item 6.    Selected Financial Data.

|(In thousands, except per share data)                                             |  | 2001 |         | 2000 |   | 1999    |   | 1998 |         | 1997 |  
|--------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------- | - | ---- | ------- | ---- | -
|Five Year Summary of Operations                                                   |  |      |         |      |   |         |   |      |         |      |  
|Net sales                                                                         |  | $    | 238,135 |      | $ | 253,741 |   | $    | 150,469 |      | $
|Cost of products and services sold                                                |  |      | 199,616 |      |   | 197,266 |   |      | 117,628 |      |  
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|Gross profit                                                                      |  |      | 38,519  |      |   | 56,475  |   |      | 32,841  |      |  
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|Operating income                                                                  |  |      | 2,802   |      |   | 31,531  |   |      | 13,578  |      |  
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|Interest (expense) income, net                                                    |  |      | (3,237  | )    |   | 438     |   |      | 117     |      |  
|Other income (expense)                                                            |  |      |        |      |   |        |   |      | (1,600  | )    |  
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|(Loss)/income before income taxes and extraordinary charge                        |  |      | (435    | )    |   | 31,969  |   |      | 12,095  |      |  
|Income tax (benefit) provision                                                    |  |      | (167    | )    |   | 9,489   |   |      | 4,500   |      |  
|Equity loss of corporate joint venture                                            |  |      |        |      |   |        |   |      | 355     |      |  
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|(Loss)/income before extraordinary charge                                         |  |      | (268    | )    |   | 22,480  |   |      | 7,240   |      |  
|Extraordinary charge for early extinguishment of debt, net of tax benefit of $841 |  |      | 1,344   |      |   |        |   |      |        |      |  
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|Net (loss)/income                                                                 |  | $    | (1,612  | )    | $ | 22,480  |   | $    | 7,240   |      | $
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|Net income per sharebasic                                                        |  |      |         |      |   |         |   |      |         |      |  
|(Loss)/income before extraordinary charge                                         |  | $    | (0.01   | )    | $ | 0.43    |   | $    | 0.14    |      | $
|Extraordinary charge for early extinguishment of debt, net of tax benefit         |  |      | (0.03   | )    |   |        |   |      |        |      |  
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|Net (loss)/income per sharebasic                                                 |  | $    | (0.04   | )    | $ | 0.43    |   | $    | 0.14    |      | $
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|Net income per sharediluted                                                      |  |      |         |      |   |         |   |      |         |      |  
|(Loss) income before extraordinary charge                                         |  | $    | (0.01   | )    | $ | 0.42    |   | $    | 0.14    |      | $
|Extraordinary charge for early extinguishment of debt, net of tax benefit         |  |      | (0.03   | )    |   |        |   |      |        |      |  
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|Net (loss)/income per sharediluted                                               |  | $    | (0.04   | )    | $ | 0.42    |   | $    | 0.14    |      | $
|                                                                                  |  |      |         |      |   |         |   |      |         |      |  
|Dividends declared per common share                                               |  |      |        |      |   |        |   |      |        |      |  
|Weighted average common shares outstandingbasic                                  |  |      | 44,546  |      |   | 52,752  |   |      | 52,575  |      |  
|Weighted average common shares and equivalent shares outstandingdiluted          |  |      | 45,008  |      |   | 53,297  |   |      | 52,921  |      |  
|Five-Year Summary of Financial Data                                               |  |      |         |      |   |         |   |      |         |      |  
|Total assets                                                                      |  | $    | 132,118 |      | $ | 164,218 |   | $    | 123,882 |      | $
|Stockholders' equity                                                              |  |      | 50,540  |      |   | 103,691 |   |      | 80,416  |      |  
|Dividends declared                                                                |  |      |        |      |   |        |   |      |        |      |  
|Return on assets                                                                  |  |      | (1.2    | )%   |   | 13.7    | % |      | 5.8     | %    |  
|Return on stockholders' equity                                                    |  |      | (3.2    | )%   |   | 21.7    | % |      | 9.0     | %    |  
|Capital expenditures                                                              |  |      | 15,571  |      |   | 14,723  |   |      | 3,908   |      |  
|Depreciation and amortization                                                     |  |      | 4,883   |      |   | 4,506   |   |      | 4,134   |      |  
|Long-term liabilities                                                             |  |      | 48,174  |      |   | 10,822  |   |      | 11,464  |      |  

12

---

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion summarizes the significant factors affecting the consolidated operating results and financial condition of the Company for the three
years ended December 31, 2001. This discussion should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements.

Results of Operations

The Company is a leading manufacturer and installer of infrastructure products for the communication industry, including cellular telephone, fiber optic network,
Internet, Personal Communications Systems ("PCS"), Enhanced Specialized Mobile Radio ("ESMR"), paging, radio and television broadcast, wireless cable, private microwave and other telecommunications
businesses. The Company's principal product lines are tower structures, equipment enclosures and construction services.

Certain
prior year amounts have been reclassified to conform with the current year presentation.

The
following table sets forth, for the fiscal periods indicated, the percentage of net sales represented by certain items reflected in the Company's consolidated statements of income.

|For the years ended December 31,                                          |  | 2001  |    | 2000  |   | 1999  |  
|------------------------------------------------------------------------- |  | ----- | -- | ----- | - | ----- | -
|Net sales                                                                 |  | 100.0 | %  | 100.0 | % | 100.0 | %
|Cost of products and services sold                                        |  | 83.8  |    | 77.7  |   | 78.2  |  
|                                                                          |  |       |    |       |   |       |  
|Gross profit                                                              |  | 16.2  |    | 22.3  |   | 21.8  |  
|Selling, general and administrative expense                               |  | 15.0  |    | 9.8   |   | 12.8  |  
|                                                                          |  |       |    |       |   |       |  
|Operating income                                                          |  | 1.2   |    | 12.5  |   | 9.0   |  
|Interest income                                                           |  | 0.2   |    | 0.4   |   | 0.6   |  
|Interest expense                                                          |  | 1.6   |    | 0.3   |   | 0.5   |  
|Other expense                                                             |  |      |    |      |   | 1.1   |  
|                                                                          |  |       |    |       |   |       |  
|(Loss)/income before income taxes and extraordinary charge                |  | (0.2  | )  | 12.6  |   | 8.0   |  
|Income tax (benefit) provision                                            |  | (0.1  | )  | 3.7   |   | 2.9   |  
|Equity loss of corporate joint venture                                    |  |      |    |      |   | 0.3   |  
|Extraordinary charge for early extinguishment of debt, net of tax benefit |  | (0.6  | )  |      |   |      |  
|                                                                          |  |       |    |       |   |       |  
|Net (loss)/income                                                         |  | (0.7  | )% | 8.9   | % | 4.8   | %
|                                                                          |  |       |    |       |   |       |  

Prior
to the end of the 2000 fiscal year, the Company historically reported financial results for two business segments, Tower Structures and Equipment Enclosures. Beginning with its
results for the fiscal year ended December 31, 2000, the Company began reporting financial results for a third business segment, Construction Services. Consequently, the business segment
results disclosed in this Form 10-K for fiscal years prior to the 2000 fiscal year for the Tower Structures and Equipment Enclosures segments have been adjusted to reflect the
break-out of Construction Services as a separate segment. Prior to the break-out of the Construction Services segment, financial results related to construction services were
primarily included with the Tower Structures segment.

13

---

2001 Compared to 2000

In 2001 the primary markets that the Company serves, telecommunications and fiber optics, experienced a sudden and severe decline. In response to the declining
market, the Company implemented necessary restructuring in order to reduce the cost structure of the business. The restructuring, described in more detail later in this report, included reductions in
staffing for both hourly and professional positions, closing and consolidating operations, and restructuring the management of the Company. In conjunction with the restructuring, three senior
management positions were eliminated as of December 31, 2001. Expense accruals and reserves were established for all of these actions and are described in detail later in this report.

As
a result of the decline in business, at the end of the third quarter, the Company was not in compliance with certain financial covenants of its credit agreement. During the fourth
quarter two forbearance agreements between the Company and certain of its bank lenders were signed and on January 10, 2002 an amendment to the credit agreement was signed by all parties. The amended
credit agreement increased the interest rates under the credit facility, reduced the amount of the revolving portion of the facility, moved forward the maturity date of the facility to June 30, 2003
and revised the financial covenants. Although EBITDA was positive for the first two months of 2002, it is likely that the Company will not attain the amount of EBITDA required under the amended credit
agreement commencing in April 2002 and will breach other financial covenants thereafter. The Company is currently in discussions with its bank lenders to modify certain EBITDA related covenants. When
the Company's credit facility matures in 2003, the Company will need to renegotiate or refinance that facility. The amended credit agreement is described in more detail below under the heading "Credit
Facility".

Net
sales for 2001 were $238.1 million compared to $253.7 million in 2000, a decrease of $15.6 million or 6.1%. The changes in sales by business segment were as
follows:

Increase/(Decrease)For the years ended December 31,

2001

2000

Millions of $

%Tower Structures

$
91.4

$
130.5

$
(39.1
)
(30.0
)%Equipment Enclosures


104.9


90.9


14.0

15.4
%Construction Services


41.8


32.3


9.5

29.4
%Total

$
238.1

$
253.7

$
(15.6
)
(6.1
)%


The
decrease in the sales of Tower Structures was due to the slow down in the build out of cellular service areas by the telecommunication industry. Due to capital constraints, both
carriers and build-to-suit providers significantly curtailed the expansion of service to new areas. The increase in sales in the Equipment Enclosures segment was achieved in
the first half of 2001 with the completion of orders that were in the backlog at the end of 2000, primarily related to the fiber optic network industry. Fiber optic usage did not grow as quickly as
anticipated. As a result there was a significant over capacity of fiber lines and the build out of fiber lines suddenly and severely declined. Equipment Enclosure sales decreased from
$56.4 million in the second half of 2000 to $31.2 million in the comparable period in 2001, a 44.7% decrease. The increase in sales in the Construction Services segment was the result of
increased sales related to the Commonwealth of Pennsylvania contract.

The
rate of sales increased in 2000 from $48 million in the first quarter to $75 million in the fourth quarter, and remained at $70 to $75 million level in the first two quarters of
2001. During the second half of 2001, sales fell to $41 million for the fourth quarter. The Company anticipates continued softening in sales demand through at least the first half of 2002.

International
sales were $28.2 million in 2001 compared with $37.6 million in 2000, a decrease of $9.4 million or 25.0%. This decrease primarily reflects lower
build-out programs by the Company's

14

---

primary Mexican customers that serve the telecommunications industry. International sales were 11.9% of total revenue in 2001, compared to 14.8% in 2000.

On
December 1, 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin 101 ("SAB 101"), "Revenue Recognition in Financial
Statements". The Company adopted SAB 101, which became effective January 1, 2000, during the fourth quarter of 2000. The implementation of SAB 101 had no material effect
on the Company's revenue recognition process.

From
time to time, the Company's customers' request the Company retain possession of products they have ordered due to construction delays caused by weather, zoning approvals, and other
circumstances. In these situations, where the product is available for shipment, and title passes to the customer, the Company recognizes revenue. The results of operations for the years ended
December 31, 2001 and 2000 include Tower Structure bill and hold revenues of $7.9 million and $11.4 million, respectively, relating to product which had not yet shipped, but for
which the required revenue recognition criteria had been met. In the same periods, Equipment Enclosure bill and hold revenues were $16.9 million and $7.4 million, respectively.

Because
the erection and installation of towers and equipment enclosures are generally of such short duration and do not span multiple reporting periods, the Construction Services
segment has historically recognized revenue using the completed contract method of accounting. Under this method of accounting, costs for projects are capitalized into inventory until a project is
complete, at which time the revenue and corresponding costs on a project are then recognized. With the Company's entry into the tall tower market, the Company has now adopted the percentage of
completion method of accounting for its Construction Services segment for installation and construction projects that span multiple reporting periods. During 2000 and 2001, the percentage of
completion method was utilized on the Central Missouri State University 2000 foot tall tower project. For the Commonwealth of Pennsylvania project the Company uses a percentage of completion method
for revenue recognition. Each site for the project has a number of milestones including engineering, materials, and construction. Revenue, and the associated cost, is recognized upon the completion of
each milestone for each site.

Gross
profit for 2001 was $38.5 million versus $56.5 million in 2000, a decrease of 31.9%. This decrease in gross profit was attributable to reduced revenue, continued
pricing pressure for towers and enclosures, and one-time charges recorded in the fourth quarter of 2001. Gross profit margin was 16.2% in 2001 versus 22.3% for 2000. The decline in
revenues for the relatively higher margin tower segment impacted gross margin. In the fourth quarter of 2001 the Company recorded one-time charges totaling $13.5 million, with
$4.0 million included in cost of sales. The cost of sales portion consisted of additional reserves for excess inventory of $2.9 million and restructuring charges associated with the
operations of $1.1 million. Excluding the one-time charges in the fourth
quarter, the gross margin for the year was 17.9%. The Company expects gross profit margins to be lower through at least the first half of 2002 as a result of price competition and some under
absorption of overhead costs.

Gross
profit margin for the Company's Tower Structures segment decreased to 16.6% in 2001 from 27.1% in 2000. The 30% decline in Tower Structures revenue impacted gross margin with the
fixed manufacturing expenses being absorbed by a smaller revenue base. The one-time fourth quarter charges for inventory and severance for Tower Structures totaled $2.6 million.
Excluding the one-time charges the Tower Structures, gross margin for the year is 19.5%. The additional inventory reserves are for inventory in excess of expected demand. With the decline
in the overall tower market and the shift from towers to poles, the dollar amount of finished components in excess of foreseeable demand has increased and created an increased exposure for obsolete
inventory. The additional reserve was established for a portion of this excess inventory. During 2001, the Company shipped 50 towers to a warehouse in Brazil in an effort to expand in the South
American market. The demand for towers in South America has also declined and we established an inventory reserve to reflect the lower of cost or market for these towers. As part of the restructuring
a number of non-bargaining unit positions were eliminated

15

---

at the Peoria facility. A severance reserve was established for the impacted individuals. All of the severance payments for this group will be completed in the first quarter of 2002.

Gross
profit margin for the Company's Equipment Enclosure segment decreased to 13.5% in 2001 from 18.5% in 2000. The nearly 45% decline in revenues for the second half of 2001 impacted
the gross margin. The one-time fourth quarter charges for inventory and severance for Equipment Enclosures totaled $1.2 million. Excluding the one-time charges the
Equipment Enclosure gross margin for the year was 14.7%. The decline in the markets for enclosures also created a level of inventory in excess of foreseeable requirements. The component inventory is
specific to the enclosure structures and with decreased demand has an increased potential for obsolescence. The additional reserve was established for a portion of this excess inventory. As part of
the restructuring, a number of individuals at the Bessemer and Casa Grande locations were impacted and a severance reserve was established for these individuals.

Gross
profit margin for the Company's Construction Services segment increased to 21.8% in 2001 from 13.3% in 2000. In early 2001, the Company negotiated an amendment to the Contract with
the Commonwealth of Pennsylvania. The modified contract included cost escalation clauses and specific performance incentives. The modifications added approximately 8.0% to gross margin for 2001. A
portion of the modifications recorded in 2001 was retroactive from 2000. Gross profit margin in the Construction Services segment was negatively impacted in 2000 by the Company's entry into the tall
tower market. To gain share in this market, the Company was aggressive in pricing its products and services. Gross profit margin was also negatively impacted in 2000 as a result of the increase in
revenue, as a percentage of total Construction Services revenue, derived from the Company's Construction Services operation in Mexico. The Company has an agreement with an installation contractor that
limits the Company's gross profit margins on construction and installation work in Mexico to 5%.

In
November 1999, the Company entered into a contract with the Commonwealth of Pennsylvania to supply and install communications towers/poles and/or enclosures for a statewide
radio communications project. It was originally anticipated that this contract could generate approximately $40 million in revenues, and that this project would be substantially completed by
the end of 2000. However, due to delays by the Commonwealth of Pennsylvania in releasing sites for development, the Company recognized only $11 million in revenue from this contract in 2000. As
referenced above, on March 29, 2001, the Company announced a supplemental agreement with the Commonwealth of Pennsylvania to construct radio tower sites in two additional regions in
Pennsylvania. The supplemental agreement provided for cost escalation due to the delays and provided for performance incentives. This supplemental agreement is estimated to generate an additional
$20 million in revenue. It is now anticipated that the remainder of this contract will be substantially completed in 2002.

Selling,
general and administrative ("SG&A") expenses were $35.7 million in 2001 versus $24.9 million in 2000, an increase of $10.8 million, or 43.3%. As a
percentage of sales, SG&A expenses were 15.0% in 2001 versus 9.8% in 2000. Included in the SG&A expenses for 2001 were one-time charges incurred in the fourth quarter of
$4.0 million for the reduction in the value of the assets at the Casa Grande facility, $2.3 million for restructuring charges, $0.6 million curtailment loss related to the
post-retirement medical benefits due to the reduction in the work force, and $1.0 million for additional reserves for accounts receivable. Also in the fourth quarter, the Company
incurred $1.1 million of expense related to the restructuring of the Company's credit agreement. In the second quarter, the Company recorded an additional $0.7 million of bad debt
reserve related to the specific customers in the fiber optics industry. Excluding these charges, SG&A expense for the year was $26.0 million or 10.9% of revenue. In 2000, SG&A expenses
increased due to a $1.2 million charge for expenses relating to the departure of certain management employees at the Company's Equipment Enclosures segment. This $1.2 million charge in
2000 was offset in part by a $0.6 million favorable adjustment of an employee bonus accrual related to 1999. Excluding these charges, SG&A expense for 2000 was $24.3 million or 9.6% of
revenue.

16

---

In
2000, the Company was experiencing significant growth in demand for its Enclosure products. A significant portion of the growth was coming from the fiber optic segment of the
telecommunications industry. The fiber optic segment was experiencing increasing demands for capacity led by Internet-based companies. In response to the existing purchase commitments and expected
continued increasing demands, the Company purchased and expanded Enclosure manufacturing facilities in Casa Grande, Arizona. In mid 2001, the demand from "Dot Com" and Internet-related companies
declined and the requirements for increased fiber optic capacity were curtailed. As a result, the telecommunications companies stopped expanding fiber optics capacity, resulting in a decreased demand
for shelters and cancelled orders.

In
late 2001, the Company decided to idle operations at the Casa Grande facility. The property at Casa Grande consists of three parcels of land. The first parcel is 15 acres and contains
the manufacturing facilities and offices that existed when the property was purchased. The second parcel is 15 acres and contains the manufacturing facilities and offices constructed by the Company.
The third parcel is 15 acres and is vacant.

As
of December 31, 2001, the first parcel is considered "held for sale". The remaining parcels are considered "held for use". All three parcels are listed for sale with a
commercial real estate firm. The Company expects to dispose of the first parcel of property during 2002. The Company is reviewing alternatives for the other parcels.

An
appraisal of all of the domestic property owned or leased by ROHN was conducted by an independent third party. The entire Casa Grande facility is valued as of December 31, 2001
at $5.7 million after recording an impairment charge of $4.0 million and providing for the transfer of equipment located at the facility to other operating units of the Company. The
impairment charge is recorded as a general and administrative expense in the Enclosure business segment.

In
the fourth quarter, as part of the separation agreements with the impacted individuals, $3.4 million was expensed in cost of sales and SG&A for salary continuation and other
benefits as discussed above. Of this amount, $1.4 million was paid out in 2001. The remaining $2.0 million will be paid out in 2002.

The
reduction in force created a curtailment charge related to post-retirement medical benefits reserves. As a result, the Company accrued an additional $0.6 million
for this reserve.

The
Company accrued an additional $1.0 million for doubtful accounts in the fourth quarter. This accrual is to provide for certain accounts due to the uncertainty in the fiber
optics and telecommunications markets. In the second quarter, the Company provided an additional $0.7 million for doubtful accounts in response to specific bankruptcy filings of a major
customer and as a general reserve due to the uncertainty of the fiber optics market.

As
a result of the decline in business, at the end of the third quarter the Company was not in compliance with certain financial covenants in its credit agreement. Two forbearance
agreements between the Company and certain of its bank lenders were signed during the fourth quarter. On January 10, 2002, all parties approved an amendment to the credit agreement. The credit
agreement, as amended, is described in more detail below under the heading "Credit Agreement". During the fourth quarter, the Company incurred $1.1 million of consulting, legal, and bank fees
associated with the amendment of the credit agreement.

The
Company's effective tax rate for 2001 was 38.4% versus 29.7% in 2000. The Company's effective tax rate in 2000 includes the effect of a $2.5 million ($0.05 per share)
one-time, non-cash non-operational adjustment to the Company's tax reserves related to the expiration of the statute of limitations for examination of the Company's
1996 federal income tax return.

Earnings
per share were a loss of $0.04 per basic and fully diluted share in 2001 compared to earnings of $0.43 per share basic and $0.42 fully diluted in 2000. Earnings per share in
2001 include the

17

---

impact of the extraordinary charge of $0.03 per share net of tax benefit for the early extinguishment of debt related to the stock buyback and the associated credit agreement. Earnings per share for
2000 include the effect of a one-time, non-cash non-operational tax benefit of $0.05 per share.

2000 Compared to 1999

Net sales for 2000 were $253.7 million compared to $150.5 million in 1999, an increase of $103.2 million or 68.6%. The increases in sales by
business segment were as follows:

Increase/(Decrease)For the years ended December 31,

2000

1999

Millions of $

%Tower Structures

$
130.5

$
96.8

$
33.7

34.8
%Equipment Enclosures


90.9


45.2


45.7

101.1
%Construction Services


32.3


8.5


23.8

280.0
%Total

$
253.7

$
150.5

$
103.2

68.6
%


The
increase in sales in the Tower Structures segment was primarily the result of increased demand for towers due to the build-out of infrastructure for wireless
communications systems. The increase in sales in the Equipment Enclosures segment was primarily due to a significant increase in new customer contracts related to the expansion into
multi-wide enclosures to the fiber optic network industry. The increase in sales in the Construction Services segment is the result of increased sales related to the Commonwealth of
Pennsylvania contract, which was in place for the full year in 2000.

International
sales increased to $37.6 million in 2000 from $22.1 million in 1999, an increase of $15.5 million or 70.1%. This increase in international sales is the
result of increased purchases by the Company's two primary Mexican customers.

On
December 1, 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin 101 ("SAB 101"), "Revenue Recognition in Financial
Statements". The Company adopted SAB 101, which became effective January 1, 2000, during the fourth quarter of 2000. The implementation of SAB 101 had no material effect
on the Company's revenue recognition process.

Many
times, the Company's customers experience delays due to weather, zoning approvals, and similar circumstances, and requests that the Company hold their inventory. In these situations
where the product is available for shipment, and title has passed to the customer, the Company recognizes revenue for its Tower Structures segment. The results of operations for the years ended
December 31, 2000 and 1999 include Tower Structure bill and hold revenues of $11.4 million and $2.4 million, respectively, related to product which had not yet shipped, but where
the required earnings criteria had been met.

Similar
to the Towers Structures segment, the Equipment Enclosures segment recognizes revenue prior to shipment in situations in which the product is available for shipment, the customer
has accepted title and the earnings criteria has been met. Results of operations for the years ended December 31, 2000 and 1999 include Equipment Enclosure bill and hold revenues of
$7.4 million and $4.9 million, respectively, for which product had not yet shipped, but where the required earnings criteria had been met.

Because
the erection and installation of towers and equipment enclosures are generally of such short duration and do not span multiple reporting periods, the Construction Services
segment has historically recognized revenue using the completed contract method of accounting. Under this method of accounting, costs for projects are capitalized into inventory until a project is
complete, at which time the revenue and corresponding costs on a project are then recognized. With the Company's entry into the tall tower market, the Company has now adopted the percentage of
completion method of

18

---

accounting for its Construction Services segment for installation and construction projects that span multiple reporting periods. During 2000 and 1999, the percentage of completion method was
utilized on the Central Missouri State University 2000 foot tall tower project. For the Commonwealth of Pennsylvania project the Company uses a percentage of completion method for revenue recognition.
Each site for the project has a number of milestones including engineering, materials, and construction. Revenue, and the associated costs, is recognized upon the completion of each milestone for each
site.

Gross
profit for 2000 was $56.5 million versus $32.8 million in 1999, an increase of 72.3%. The increase in gross profit was mainly attributable to the increase in sales.
Gross profit margins were 22.3% in 2000 versus 21.8% for 1999. The increase in gross profit margin is primarily the result of reduced raw material costs in the Company's Tower Structures segment,
which began to have a positive impact beginning in late 1999. Gross profit margins were negatively affected in 2000, however, by start up costs related to the new equipment enclosure facility being
constructed in Casa Grande, Arizona. Without the impact of the start up costs related to the new Casa Grande facility, gross profit margins for 2000 would have been 22.8%. Gross profit margins were
also negatively impacted in 2000 by a change in mix. The Company's Construction Services segment revenue increased as a percentage of total sales. The Company's Construction Services segment is
comprised of lower margin construction and civil engineering work. This type of work has historically had significantly lower margins than those of the Company's tower and equipment enclosure
products. Gross profit margins were negatively affected in 1999 by non-recurring charges taken during the first half of 1999 totaling $1.8 million, of which $1.5 million
related to a write-down of inventory and $0.3 million related to severance payments due to a reduction in workforce. Without the impact of the non-recurring charges
taken during the first half of 1999, gross profit margins for 1999 would have been 23.0%.

Gross
profit margins for the Company's Tower Structures segment increased from 23.2% in 1999 to 27.1% in 2000. This increase in gross profit margin was primarily the result of reduced
raw material costs that began to have a positive effect on gross profit margins beginning in late 1999. Gross profit margins for the Towers Structure segment were negatively impacted in 1999, however,
by $1.3 million of inventory write-downs and by $0.3 million in severance payments related to a reduction in workforce. Without the effects of these non-recurring charges
taken in 1999, the gross profit margin for 1999 for the Company's Tower Structures segment would have been 24.8%.

Gross
profit margins for the Company's Equipment Enclosure segment decreased from 19.7% in 1999 to 18.5% in 2000. Gross margins were negatively affected in 2000 by the start up costs
related to the Company's new equipment enclosure facility in Casa Grande, Arizona. Without the impact of these start-up costs, gross profit margins for the Equipment Enclosure segment for
2000 would have been 20.1%. Gross profit margins for the Equipment Enclosures segment were negatively impacted in 1999 as a result of intense price competition for new orders received in 1999, and by
inventory write-downs of $0.2 million. Without the impact of the inventory write-down, gross profit margins for the Equipment Enclosure segment for 1999 would have been 20.1%.

Gross
profit margins for the Company's Construction Services segment decreased from 17.9% in 1999 to 13.3% for 2000. Gross profit margins in the Construction Services segment were
negatively impacted in 2000 by the Company's entry into the tall tower market. To gain share in this market, ROHN was aggressive in pricing its products and services in order to gain experience in the
tall tower industry. Without the impact of the tall towers, gross profit margins in 2000 would have been
14.7%. Gross profit margins were also negatively impacted in 2000 as a result of the increase in revenue, as a percentage of total Construction Services revenue, derived from the Company's
Construction Services operation in Mexico. The Company has an agreement with an installation contractor that limits the Company's gross profit margins on construction and installation work in Mexico
to 5%.

In
November 1999, the Company entered into a contract with the Commonwealth of Pennsylvania to supply and install communications towers/poles and/or enclosures for a statewide
radio

19

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communications project. It was originally anticipated that this contract could generate approximately $40 million in revenues, and that this project would be substantially completed by the end
of 2000. However, due to delays by the Commonwealth of Pennsylvania in releasing sites for development, the Company recognized only $11 million in revenue from this contract in 2000. On
March 29, 2001, the Company announced a supplemental agreement with the Commonwealth of Pennsylvania to construct radio tower sites in two additional regions in Pennsylvania. This supplemental
agreement is estimated to generate an additional $20 million in revenue. It is now anticipated that the remainder of this contract will be completed in 2002. Historically, margins on the
Company's installation business have been significantly lower than margins achieved on its tower and enclosure products.

Selling,
general and administrative ("SG&A") expenses were $24.9 million in 2000 versus $19.3 million in 1999, an increase of $5.6 million, or 29.0%. As a percentage
of sales, SG&A expenses were 9.8% in 2000 versus 12.8% in 1999. The increase in SG&A expenses was primarily the result of additional infrastructure expenses needed to support the 68.6% increase in
sales volume, additional expenses related to the administration of the Commonwealth of Pennsylvania contract, and additional expenses for administration of the Company's Mexican operation due to
strong growth in sales in Mexico. SG&A expenses in 2000 also increased due to a $1.2 million charge for expenses relating to the departure of certain management employees at the Company's
Equipment Enclosures segment. This $1.2 million charge in 2000 was offset in part by a $0.6 million favorable adjustment of an employee bonus accrual related to 1999. SG&A expenses in
1999 were negatively affected by a charge for severance payments of $0.7 million taken in the second quarter of 1999 relating to a reduction in workforce.

The
Company incurred other expenses of approximately $1.6 million in 1999 related to fees and expenses in connection with the proposed merger with PiRod Holdings, Inc.,
which was terminated on March 31, 1999. The Company recognized these expenses in the first quarter of 1999, resulting in an adverse impact on earnings of approximately $0.02 per share.

The
Company's effective tax rate for 2000 was 29.7% versus 37.2% in 1999. The Company's effective tax rate in 2000 includes the effect of a $2.5 million ($0.05 per share)
one-time, non-cash non-operational adjustment to the Company's tax reserves related to the expiration of the statute of limitations for examination of the Company's
1996 federal income tax return.

The
equity loss of the corporate joint venture of $0.36 million in 1999 relates to the Company's share of the operating losses for ROHN BrasilSat, as well as the loss related to
the sale of its joint venture interest. The Company accounted for this corporate joint venture under the equity method until its disposition in September 1999. Of the $0.36 million loss
recorded by the Company in 1999, $0.12 million represented the Company's share of the operating losses of the entity and $0.24 million of the loss was related to the sale of the
Company's interest in the joint venture. The operations of ROHN BrasilSat started in 1998. The Company sold its 49% interest in the joint venture to its joint venture partner in September 1999.

Earnings
per share were $0.43 per share basic and $0.42 per share fully diluted in 2000 and $0.14 per share basic and fully diluted in 1999. Earnings per share for 2000 include the
effect of a one-time, non-cash non-operational tax benefit of $0.05 per share. The non-recurring charges taken in the first half of 1999 related to the
failed merger, inventory write-down and severance payments reduced earnings per share for 1999 by $0.05 per share basic and diluted.

20

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Liquidity and Capital Resources

The following table sets forth selected information concerning the Company's financial condition:

(Dollars In Thousands)

December 31,
2001

December 31,
2000Cash

$
1,711

$
19,081Working capital


48,184


73,843Total debt


50,320


9,147Current ratio


2.44:1


2.49:1


At
December 31, 2001, the Company had aggregate indebtedness of $50.3 million. The Company's outstanding indebtedness was related to the credit facility described in detail
below. As part of this credit facility, in March the Company paid off the remaining balance on the mortgage notes and capital leases that were on the books as of December 31, 2000.

Net Cash Provided by Operating Activities.Net cash provided by operating activities in 2001 increased $3.3 million to
$10.5 million from $7.2 million in 2000. The increase was attributable to the lower level of working capital required due to the contraction of the business in the second half of the
year.

Net Cash Used in Investing Activities.Net cash used in investing activities in 2001 increased $0.9 million to
$15.6 million from $14.7 million in 2000. This use of cash reflected capital expenditures for the completion of the Casa Grande facility, the construction and equipment for the tapered
steel pole plant, and the development of proprietary engineering software for tower design.

Net Cash Used in Financing Activities.Net cash used in financing activities in 2001 increased $11.2 million to
$12.3 million from $1.1 million in 2000. The $12.3 million represents borrowings of $62.4, net of issuance costs, under the new credit facility, the repayment and early
extinguishment of debt in the amount of $25.0 million, and the purchase of stock as part of the "dutch-auction" in the amount of $50.4 million.

As
of December 31, 2001, the Company has minimal remaining capital expenditure commitments.

A
portion of the revenue recognized in the Company's Construction and Enclosure segments is generated from contracts that require the posting of bid and performance bonds. A bid bond is
required to be posted prior to the submission of a proposal and a performance bond is required to be posted for awarding a contract. In the Construction segment, this revenue relates to complete
turn-key jobs, and in the Equipment Enclosure segment this revenue relates to installation services.

The
Company is experiencing difficulty in acquiring bonds for new proposals and contracts. Although the Company is currently in discussions with certain bonding agencies, to date these
bonding agencies have indicated that they are unwilling to provide bonds to the Company unless it provides a letter of credit to ensure its payment obligations in respect of the bonds or provides the
bonding agencies with sufficient collateral to secure these obligations. Substantially all of the Company's assets are pledged as collateral under the credit facility, and thus cannot support the
bonding requirements without the unanimous agreement of the lenders under the credit facility. The Company has informed its bank lenders of the difficulty in acquiring bonding and the potential impact
on the future business if the Company is unable to secure these bonds. The bank lenders have requested updated financial information from the Company in order to evaluate the Company's bonding
situation, but have preliminarily indicated that the issuance of a letter of credit to support bonds is unlikely. The inability to acquire new bonds would impact the Company's ability to win certain
new construction and installation contracts and is likely to have a material adverse effect on the Company's business, financial condition and results of operations.

21

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Credit Facility

On March 8, 2001, the Company entered into a credit facility. The credit facility initially provided for a revolving facility of up to $20 million.
Upon the completion of the Company's self-tender offer on April 17, 2001, the credit facility provided for aggregate borrowings of $75 million and consisted of (1) a
revolving credit facility of $45 million and (2) a term loan of $30 million. The full availability of the revolving credit facility and the availability and advance of funds under
the term loan of the credit facility, which the Company used to purchase shares in the self-tender offer, were conditioned upon the concurrent completion of the offer, and, after giving
effect to the Company's purchase of shares in the offer and from the Trust, the Company having cash and borrowing availability under its revolving credit facility totaling at least $15 million.
Commitments to lend under the term loan were to terminate on May 8, 2001, if the initial borrowing under that loan had not then occurred. The maximum amount the Company was allowed to borrow
under the credit facility for the purchase of shares in the self-tender offer and in the related purchase from the Trust was $55 million.

At
the end of the third quarter the Company was not in compliance with certain financial covenants in its credit agreement. Two forbearance agreements between the Company and certain of
its bank lenders were signed during the fourth quarter. On January 10, 2002 all parties approved an amendment to the credit agreement. The amendment provides for a revolving facility of up to
$35 million until September 29, 2002 reducing effective September 30, 2002 to $32 million until October 30, 2002, and effective October 31, 2002 reducing to
$30 million for the duration of the agreement. The terms of the credit agreement summarized below reflect the modifications made by the January 2002 amendment.

Availability.Availability under the credit facility is subject to various conditions typical of syndicated loans and a
borrowing base formula, which provides for advance rates of 85% of eligible accounts receivable and 50% of eligible inventory. These advance rates are subject to change by the administrative agent in
its reasonable discretion under certain circumstances. Borrowings under the revolving credit facility are available on a fully revolving basis and may be used for general corporate purposes.
Borrowings under the term loan may be used for general corporate purposes.

Interest.Borrowings under the credit facility bear interest payable quarterly, at a rate per annum equal, at the Company's
option, to either (1) the higher of (a) the current prime rate as offered by LaSalle Bank, N.A. or (b) 1/2 of 1% per annum above the federal funds rate plus, in
either case, an applicable margin or (2) a LIBOR rate plus an applicable margin. The applicable margin will initially be 3.50% for Eurodollar rate loans and 1.25% for base rate loans and after
the August 15, 2002, will vary from 2.75% to 3.50% for LIBOR rate loans and from 0.50% to 1.25% for base rate loans, and will be based on the Company's ratio of total debt to earnings before
interest, taxes, depreciation and amortization, or EBITDA.

Maturity and Amortization.Loans under the term loan and the revolving credit facility mature on June 30, 2003.
Scheduled repayments of the term loan are in monthly installments of $500,000 from
January 31, 2002 through December 31, 2002, and $750,000 from January 31, 2003 through May 31, 2003 with the remaining unpaid balance of the term loan ($12,250,000) due on
June 30, 2003.

Commitment Reductions and Repayments.Subject to some exceptions, the Company is required to make mandatory prepayments in
connection with receipt of proceeds of various insurance awards, asset sales, or equity sale proceeds and debt issuance proceeds. In addition, all cash on deposit in the Company's bank accounts is now
"swept" by the banks on a daily basis and the net is applied to reduce the outstanding amounts under the revolving portion of the credit facility.

Security and Guarantees.The obligations under the credit agreement are secured by a first priority security interest in
substantially all of the Company's assets and are guaranteed by each of its direct and indirect domestic subsidiaries.

22

---

Covenants.The credit facility contains customary restrictive covenants, which, among other things and with exceptions, limit
the Company's ability to incur additional indebtedness and liens, enter into transactions with affiliates, make acquisitions, pay dividends, redeem or repurchase capital stock, consolidate, merge or
effect asset sales, make capital expenditures, make investments, loans or prepayments or change the nature of the Company's business. The Company is also required to satisfy certain financial ratios
and comply with financial tests, including a maximum ratio of total debt to EBITDA, a minimum fixed charge coverage ratio, a maximum ratio of the book value of non-guarantor subsidiaries
to the consolidated book value of the Company, a minimum EBITDA test and a minimum net worth test.

Although
EBITDA was positive for the first two months of 2002, it is likely that the Company will not attain the amount of EBITDA required under the amended credit agreement commencing
in April 2002 and will breach other financial covenants thereafter. The Company is currently in discussions with its bank lenders to modify certain EBITDA related covenants.

The
following table shows total contractual payment obligations as of December 31, 2001.

|                                     |  |   |        | Payments Due by Period
|------------------------------------ |  | - | ------ | ----------------------
|
|Credit agreementprincipal repayment |  | $ | 50,320 |                       
|Credit agreementestimated interest  |  |   | 4,472  |                       
|Capital leases                       |  |   |       |                       
|Operating leases                     |  |   | 1,452  |                       
|Purchase obligations                 |  |   | 1,200  |                       
|                                     |  |   |        |                       
|Total contractual cash obligations   |  | $ | 57,444 |                       
|                                     |  |   |        |                       

The
above table reflects the Company's contractual obligations as of December 31, 2001. The Company expects to be able to meet all contractual cash obligations in the next twelve
months through cash provided by operations. When the Company's credit facility matures in 2003, the Company will need to renegotiate or refinance that facility. The Company expects that it will
refinance that facility with another facility or other financing. This may require a credit facility that would include interest expense. The current credit agreement requires that we hedge the
floating interest rate portion of the credit facility. The expense associated with this transaction is included in Credit agreementestimated interest. The hedging instrument is described
in Summary of Significant Accounting Policies, Derivative Instruments and Hedging Activity.

Inflation

Inflation has not had a material effect on the Company's business or results of operations.

Seasonality and Quarterly Results of Operations

The Company has periodically experienced and expects to continue to experience significant fluctuations in its quarterly results. The Company believes that this
quarterly fluctuation results from disruptions in its customers' ability to accept shipments due to unusual and prolonged weather-related construction delays, and to the capital budgeting cycle of
many of its customers, who often purchase a disproportionately higher share of the Company's products near the end of the calendar year. The Company expects that fluctuations in quarterly results
could become more significant in the future as customers move to a more centralized purchasing environment and as the consolidation of wireless communication service providers and
build-to-suit customers continues.

23

---

Recent Accounting Pronouncements

In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144 (FAS 144), "Accounting
for the Impairment or Disposal of Long-Lived Assets." This statement establishes a single accounting model for the impairment or disposal of long-lived assets. As required by
FAS 144, the Company has adopted this new accounting standard as of January 1, 2002. The adoption of FAS 144 did not have a material impact on the financial statements.

In
July 2000, the Emerging Issues Task Force ("EITF") released Issue No. 00-10 ("EITF 00-10"),"Accounting for Shipping and
Handling Revenues and Costs."The EITF, effective in the fourth quarter 2000, reached final consensus that amounts billed, if any, for shipping and handling, should be included
in revenue. In addition, costs incurred for shipping and handling should be recorded in cost of sales or otherwise disclosed, but not netted against amounts billed. In connection with the
implementation of EITF 00-10, the Company reclassified $14.3 million and $8.6 million for 2000 and 1999, respectively, of amounts from cost of product sold to revenue.

In
December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" (SAB 101). The Company adopted SAB 101, which became effective January 1, 2000, during the fourth quarter of 2000. The adoption of SAB 101 did not have a
material effect upon the results of operations or financial position of the Company.

Tender Offer/Trust Stock Purchase

On April 16, 2001 the Company announced the final results of its "Dutch Auction" self-tender offer to purchase up to 10.3% of its common stock
and, in accordance with the terms of the self-tender offer, the Company accepted for purchase 5,430,729 shares of Common Stock at a price of $4.125 per share net to the seller in cash.
Payment for the shares accepted in the self-tender offer was made on April 17, 2001. In connection with the Company's previously announced stock purchase agreement with the Trust,
the Company purchased 6,791,493 shares of common stock from the Trust at $4.125 on April 23, 2001. The Company funded the purchase of the shares from the self-tender offer and from
the Trust using borrowings under its credit facility and cash on hand.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

The Company has limited exposure to market rate sensitivity and any adverse impacts realized would not be material to its financial results. The principal market
risks to which the Company is currently exposed to or may be exposed to during 2002 or beyond are changes in interest rates and foreign currency exchange rates.

The
Company has over the last several years managed its exposure to changes in interest rates by utilizing primarily fixed rate debt. However, the Company's credit facility bears
interest at variable rates. The Company is required by its credit facility to enter into one or more rate management transactions which provides for a fixed rate of interest on a notional amount of at
least $30 million for the life of the credit agreement. On April 18, 2001 the Company entered into a floating-to-fixed three year interest rate swap on a notional
amount of $30 million whereby the Company will pay a fixed rate of 5.12% and receive a one month LIBOR based floating rate. The swap was designed as a cash flow hedge at the inception of the
agreement to support hedge accounting treatment. With the shortening of the maturity of the credit agreement to June 30, 2003, the rate management transaction has a longer life than the term of
the credit agreement. It is assumed that the Company will enter into a new credit agreement at that time and will continue to be able to utilize the interest rate swap instrument.

Through
the Company's credit facility, the Company may be vulnerable to changes in U.S. prime rates, the federal funds effective rate and the LIBOR rate. The Company has performed a
sensitivity analysis assuming a hypothetical increase in interest rates of 100 basis points applied to the

24

---

$50.3 million of variable rate debt that is outstanding as of December 31, 2001. Based on this analysis, the impact on future earnings for the following twelve months would be
approximately $0.2 million of increased interest expense. This amount includes a reduction in interest expense of 60% as a result of the hedging arrangements the Company was required to enter
into under its credit facility. Such potential increases are based on certain simplifying assumptions, including a constant level of variable rate debt and a constant interest rate based on the
variable rates in place
as of December 31, 2001. Prior to March 2001, the Company did not have any outstanding variable rate debt.

International
sales, which accounted for 11.9% and 14.8% of net sales in 2001 and 2000, respectively, are concentrated principally in Mexico and Central America. To the extent that sales
of products and services in Mexico are invoiced and paid in pesos, the Company's financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic
conditions in Mexico. To the extent the Company has monetary assets and liabilities denominated in pesos, any significant variation in the exchange rate between the U.S. dollar and the peso could have
an effect on the Company's operating results. To the extent that the Company invoices its foreign customers in dollars, exchange rate fluctuations that strengthen the dollar relative to these
customers' local currency could make the Company's products and services less competitive to such customers. Historically, the Company has not experienced material fluctuations in its results due to
foreign currency exchange rate changes. However, as international business becomes a greater portion of Company's revenue, exchange rates may have an increased effect on the Company's revenue.

In
the future, the Company expects that if it experiences significant growth in its international sales activity, the Company would manage its exposure to changes in exchange rates by
borrowing in foreign currencies and by utilizing either cross-currency swaps or forward contracts. Such swaps or forward contracts would be entered into for periods consistent with related underlying
exposures and would not constitute positions independent of those exposures. The Company does not expect to enter into contracts for speculative purposes.

Item 8.    Financial Statements and Supplementary Data.

|                                                |  | Page 
|----------------------------------------------- |  | -----
|Financial Statements:                           |  |      
|Independent Auditor's Report                    |  | 26-27
|Consolidated Statements of Income               |  | 28   
|Consolidated Balance Sheets                     |  | 29   
|Consolidated Statements of Stockholders' Equity |  | 30   
|Consolidated Statements of Cash Flows           |  | 31   
|Notes to Consolidated Financial Statements      |  | 32-53

25

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
the Stockholders and Board of Directors of ROHN Industries, Inc.:

In
our opinion, the accompanying consolidated balance sheets and the related statements of income, of changes in stockholders' equity and of cash flows present fairly, in all material
respects, the financial position of ROHN Industries, Inc. and its subsidiaries at December 31, 2001 and 2000, and the results of its operations and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of America. These financial statements and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audit of these statements in accordance
with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 20 to the financial statements, the
Company has suffered recurring losses from operations due to their ability to market and sell its products, maintain the prices of its products, minimize costs and realize operational efficiencies
that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 20. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

PricewaterhouseCoopers
LLP

Peoria,
Illinois
February 20, 2002, except for Note 20, as to which the date is November 29, 2002

26

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO
THE STOCKHOLDERS AND BOARD OF DIRECTORS OF

ROHN
INDUSTRIES, INC.:

We
have audited the accompanying consolidated balance sheet of ROHN Industries, Inc. (a Delaware corporation) and Subsidiaries as of December 31, 1999, and the related
consolidated statements of income, stockholders' equity and cash flows for the year ended December 31, 1999. These financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on our audit.

We
conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audit provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ROHN Industries, Inc. and Subsidiaries
as of December 31, 1999, and the results of its operations and its cash flows for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the
United States.

Arthur
Andersen LLP

Chicago,
Illinois
February 16, 2000

27

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ROHN INDUSTRIES, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF INCOME  (in thousands except for per share data)

|                                                                                  |                                    | Years ended December 31,                                                 
|--------------------------------------------------------------------------------- | ---------------------------------- | -------------------------------------------------------------------------
|
|Net sales                                                                         |                                    | $                                                                        
|Cost of products and services sold                                                |                                    |                                                                          
|                                                                                  |                                    |                                                                          
|Gross profit                                                                      |                                    |                                                                          
|                                                                                  |                                    |                                                                          
|Operating expenses:                                                               |                                    |                                                                          
|                                                                                  | Selling expense                    |                                                                          
|                                                                                  | General and administrative expense |                                                                          
|                                                                                  |                                    |                                                                          
|Operating income                                                                  |                                    |                                                                          
|                                                                                  |                                    |                                                                          
|Interest income                                                                   |                                    |                                                                          
|Interest expense                                                                  |                                    |                                                                          
|Other expense                                                                     |                                    |                                                                          
|                                                                                  |                                    |                                                                          
|(Loss)/income before tax and extraordinary charge                                 |                                    |                                                                          
|                                                                                  |                                    |                                                                          
|Income tax (benefit) provision                                                    |                                    |                                                                          
|Equity loss of corporate joint venture                                            |                                    |                                                                          
|Net (loss) income before extraordinary charge                                     |                                    |                                                                          
|Extraordinary charge for early extinguishment of debt, net of tax benefit of $841 |                                    |                                                                          
|                                                                                  |                                    |                                                                          
|Net (loss)/income                                                                 |                                    | $                                                                        
|                                                                                  |                                    |                                                                          
|Earnings per share:                                                               |                                    |                                                                          
|                                                                                  | Basic:                             |                                                                          
|                                                                                  |                                    | (Loss)/income before extraordinary charge                                
|                                                                                  |                                    | Extraordinary charge for early extinguishment of debt, net of tax benefit
|                                                                                  |                                    | Net (loss)/income                                                        
|Earnings per share:                                                               |                                    |                                                                          
|                                                                                  | Diluted:                           |                                                                          
|                                                                                  |                                    | (Loss)/income before extraordinary charge                                
|                                                                                  |                                    | Extraordinary charge for early extinguishment of debt, net of tax benefit
|                                                                                  |                                    | Net (loss)/income                                                        
|Weighted average shares outstandingbasic                                         |                                    |                                                                          
|Weighted average shares outstandingdiluted                                       |                                    |                                                                          

The
accompanying notes are an integral part of these statements

28

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ROHN INDUSTRIES, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS  (in thousands)

|                                            |                                                                                                                         | December 31, |                                      
|------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ------------ | -------------------------------------
|
|ASSETS                                      |                                                                                                                         |              |                                      
|Current Assets:                             |                                                                                                                         |              |                                      
|                                            | Cash and cash equivalents                                                                                               |              | $                                    
|                                            | Accounts, notes and other receivables, less allowance for doubtful accounts of $3,172 in 2001 and $1,710 in 2000        |              |                                      
|                                            | Inventories                                                                                                             |              |                                      
|                                            | Prepaid Income Taxes                                                                                                    |              |                                      
|                                            | Current deferred income taxes                                                                                           |              |                                      
|                                            | Prepaid expenses                                                                                                        |              |                                      
|                                            |                                                                                                                         |              |                                      
|Total Current Assets                        |                                                                                                                         |              | 81,588                               
|                                            |                                                                                                                         |              |                                      
|Plant and equipment, net                    |                                                                                                                         |              | 43,118                               
|Other assets                                |                                                                                                                         |              | 5,326                                
|Long term assets of discontinued operations |                                                                                                                         |              | 2,086                                
|                                            |                                                                                                                         |              |                                      
|Total Assets                                |                                                                                                                         | $            | 132,118                              
|                                            |                                                                                                                         |              |                                      
|LIABILITIES AND STOCKHOLDERS' EQUITY        |                                                                                                                         |              |                                      
|Current Liabilities:                        |                                                                                                                         |              |                                      
|                                            | Current portion of long-term liabilities                                                                                |              | $                                    
|                                            | Accounts payable                                                                                                        |              |                                      
|                                            | Accrued liabilities and other                                                                                           |              |                                      
|                                            | Deferred revenue                                                                                                        |              |                                      
|                                            | Liabilities of discontinued operations                                                                                  |              |                                      
|                                            |                                                                                                                         |              |                                      
|Total Current Liabilities                   |                                                                                                                         |              | 33,404                               
|                                            |                                                                                                                         |              |                                      
|Long-Term Debt and other obligations        |                                                                                                                         |              | 44,320                               
|Nonpension post retirement benefits         |                                                                                                                         |              | 3,854                                
|                                            |                                                                                                                         |              |                                      
|Total Liabilities                           |                                                                                                                         |              | 81,578                               
|                                            |                                                                                                                         |              |                                      
|Commitments and Contingencies (Note 17)     |                                                                                                                         |              |                                      
|Stockholders' Equity:                       |                                                                                                                         |              |                                      
|                                            | Common Stock, $0.01 par value80,000 shares authorized40,799 and 52,816 shares issued and outstanding in 2001 and 2000 |              |                                      
|                                            | Capital Surplus                                                                                                         |              |                                      
|                                            | Retained earnings                                                                                                       |              |                                      
|                                            | Accumulated other comprehensive loss                                                                                    |              |                                      
|                                            | LessTreasury stock, 430 and 596 shares in 2001 and 2000, at cost                                                       |              |                                      
|                                            |                                                                                                                         |              | Unearned portion of restricted stock
|                                            |                                                                                                                         |              |                                      
|Total Stockholders' Equity                  |                                                                                                                         |              | 50,540                               
|                                            |                                                                                                                         |              |                                      
|Total Liabilities and Stockholders' Equity  |                                                                                                                         | $            | 132,118                              
|                                            |                                                                                                                         |              |                                      

The
accompanying notes are an integral part of these statements

29

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ROHN INDUSTRIES, INC.  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY  (in thousands)

|                                |                                         | Common Stock                                                     |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|------------------------------- | --------------------------------------- | ---------------------------------------------------------------- | -------------------------- | - | --- | ---- | - | ------ | ---- | - | ------ | ------- | ------ | ------ | - | ---- | -------
|
|
|
|Balance as of December 31, 1998 |                                         | 53,456                                                           |                            | $ | 535 |      | $ | 13,024 |      | $ | 64,503 |         | $      |       |   | (635 | )      
|                                | Net income                              |                                                                  |                            |   |     |      |   |        |      |   |        | 7,240   |        |        |   |      |        
|                                | Treasury share repurchases              |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Issuance of restricted stock            |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Amortization of restricted shares       |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Cash dividends                          |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Restricted stock cancelled              |                                                                  | (69                        | ) |     | (1   | ) |        | (371 | ) |        |         |        |        |   |      |        
|                                | Director's stock plan                   |                                                                  |                            |   |     |      |   |        | 162  |   |        |         |        |        |   |      |        
|                                | Stock options exercised                 |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Stock options tax benefit               |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                |                                         |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                |                                         |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|Balance as of December 31, 1999 |                                         | 53,387                                                           |                            | $ | 534 |      | $ | 12,815 |      | $ | 71,743 |         | $      | 0      |   | (635 | )      
|                                |                                         |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Net Income                              |                                                                  |                            |   |     |      |   |        |      |   |        | 22,480  |        |        |   |      |        
|                                | Treasury share repurchases              |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      | (15    
|                                | Issuance of restricted stock            |                                                                  | 30                         |   |     |      |   |        | 94   |   |        |         |        |        |   |      |        
|                                | Amortization of restricted shares       |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Cash dividends                          |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Restricted stock cancelled              |                                                                  | (5                         | ) |     |      |   |        | (31  | ) |        |         |        |        |   |      |        
|                                | Director's stock plan                   |                                                                  |                            |   |     |      |   |        | 246  |   |        |         |        |        |   |      |        
|                                | Stock options exercised                 |                                                                  |                            |   |     |      |   |        |      |   |        | (225    | )      |        |   |      | 54     
|                                | Stock options tax benefit               |                                                                  |                            |   |     |      |   |        | 56   |   |        |         |        |        |   |      |        
|                                |                                         |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                |                                         |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|Balance as of December 31, 2000 |                                         | 53,412                                                           |                            | $ | 534 |      | $ | 13,180 |      | $ | 93,998 |         | $      | 0      |   | (596 | )      
|                                |                                         |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Comprehensive (loss):                   |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                |                                         | Net loss                                                         |                            |   |     |      |   |        |      |   |        |         | (1,612 | )      |   |      |        
|                                |                                         | Additional minimum pension liability, net of tax benefit of $236 |                            |   |     |      |   |        |      |   |        |         |        |        |   | (376 | )      
|                                |                                         | Loss on derivative instrument, net of tax benefit of $375        |                            |   |     |      |   |        |      |   |        |         |        |        |   | (600 | )      
|                                |                                         |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                |                                         |                                                                  | Total comprehensive (loss) |   |     |      |   |        |      |   |        |         |        | (1,612 | ) |      | (976   
|                                | Treasury share repurchases              |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      | (12,222
|                                | Fees paid in treasury share repurchases |                                                                  |                            |   |     |      |   |        |      |   |        | (15     | )      |        |   |      |        
|                                | Issuance of restricted stock            |                                                                  | 40                         |   |     |     |   |        | 137  |   |        |         |        |        |   |      |        
|                                | Amortization of restricted shares       |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Retirement of stock                     |                                                                  | (12,222                    | ) |     | (122 | ) |        |      |   |        | (51,514 | )      |        |   |      | 12,222 
|                                | Cash dividends                          |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|                                | Restricted stock cancelled              |                                                                  | (8                         | ) |     |     |   |        | (44  | ) |        |         |        |        |   |      |        
|                                | Director's stock plan                   |                                                                  |                            |   |     |      |   |        | 226  |   |        |         |        |        |   |      |        
|                                | Stock options exercised                 |                                                                  | 7                          |   |     |      |   |        | 9    |   |        | (608    | )      |        |   |      | 166    
|                                | Stock options tax benefit               |                                                                  |                            |   |     |      |   |        | 223  |   |        |         |        |        |   |      |        
|                                |                                         |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        
|Balance as of December 31, 2001 |                                         | 41,229                                                           |                            | $ | 412 |      | $ | 13,731 |      | $ | 40,249 |         | $      | (976   | ) | (430 | )      
|                                |                                         |                                                                  |                            |   |     |      |   |        |      |   |        |         |        |        |   |      |        

The accompanying notes are an integral part of these statements

30

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ROHN INDUSTRIES, INC AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS  (in thousands)

|                                                       |                                                              | Years ended December 31,                             |       
|------------------------------------------------------ | ------------------------------------------------------------ | ---------------------------------------------------- | ------
|
|Cash Flows from Operating Activities:                  |                                                              |                                                      |       
|Net income/(loss)                                      |                                                              |                                                      | (1,612
|Adjustments for non-cash items included in net income: |                                                              |                                                      |       
|                                                       | Depreciation and amortization                                |                                                      |       
|                                                       | Restricted stock earned                                      |                                                      |       
|                                                       | Provision for doubtful accounts                              |                                                      |       
|                                                       | Provision for excess and obsolete inventory                  |                                                      |       
|                                                       | Asset impairment                                             |                                                      |       
|                                                       | Extraordinary charge from early extinguishment of debt       |                                                      |       
|                                                       | Non-pension post retirement benefits                         |                                                      |       
|                                                       | Other non-cash Items                                         |                                                      |       
|                                                       | Equity loss of joint venture                                 |                                                      |       
|                                                       | Increase and decrease in operating requirements:             |                                                      |       
|                                                       |                                                              | Accounts receivable                                  |       
|                                                       |                                                              | Inventories                                          |       
|                                                       |                                                              | Prepaid income taxes                                 |       
|                                                       |                                                              | Prepaid expenses                                     |       
|                                                       |                                                              | Deferred income taxes                                |       
|                                                       |                                                              | Deferred revenue                                     |       
|                                                       |                                                              | Accounts payable                                     |       
|                                                       |                                                              | Accrued liabilities and Other                        |       
|                                                       |                                                              | Net discontinued operations                          |       
|                                                       |                                                              | Other                                                |       
|                                                       |                                                              |                                                      |       
|                                                       |                                                              | Net cash provided by operating activities            |       
|                                                       |                                                              |                                                      |       
|Cash Flows from Investing Activities:                  |                                                              |                                                      |       
|                                                       | Purchase of plant and equipment, net of proceeds             |                                                      |       
|                                                       | Proceeds from the sale of corporate joint venture            |                                                      |       
|                                                       | Investment in equity of joint venture                        |                                                      |       
|                                                       | Capitalized software                                         |                                                      |       
|                                                       | Other                                                        |                                                      |       
|                                                       |                                                              |                                                      |       
|                                                       |                                                              | Net cash used in investing activities                |       
|                                                       |                                                              |                                                      |       
|Cash Flows from Financing Activities:                  |                                                              |                                                      |       
|                                                       | Repayment of term loan/long term debt                        |                                                      |       
|                                                       | Net repayment of revolver debt                               |                                                      |       
|                                                       | Early extinguishment of debt                                 |                                                      |       
|                                                       | Capitalized tender offer transaction costs                   |                                                      |       
|                                                       | Proceeds from issuance of debt, net of issuance costs        |                                                      |       
|                                                       | Increase in bank overdrafts                                  |                                                      |       
|                                                       | Issuance of common stock, including treasury shares reissued |                                                      |       
|                                                       | Purchase of treasury shares                                  |                                                      |       
|                                                       |                                                              |                                                      |       
|                                                       |                                                              | Net cash used in financing activities                |       
|                                                       |                                                              |                                                      |       
|                                                       |                                                              | Net (decrease)/increase in cash and cash equivalents |       
|                                                       |                                                              | Cash and cash equivalents, beginning of period       |       
|                                                       |                                                              |                                                      |       
|                                                       |                                                              | Cash and cash equivalents, end of period             |       
|                                                       |                                                              |                                                      |       
|Supplemental disclosures of cash flow information:     |                                                              |                                                      |       
|                                                       | Cash paid during the year for:                               |                                                      |       
|                                                       |                                                              | Interest                                             |       
|                                                       |                                                              | Income taxes                                         |       

The
accompanying notes are an integral part of these statements

31

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1. Nature of Operations

ROHN Industries, Inc. and subsidiaries ("ROHN" or the "Company") manufactures and installs towers, poles, mounts and related accessories used principally
to support telecommunications antennae for wireless communications, such as cellular telephone, personal communications systems ("PCS"), private microwave, commercial and amateur broadcasting and home
television. The Company also produces equipment enclosures and cabinets of concrete, fiberglass and steel to house electronic telecommunications equipment. The Company has manufacturing facilities in
Peoria, Illinois (towers and poles), Bessemer, Alabama (equipment enclosures), Frankfort, Indiana (towers, tower components, and mounts), Casa Grande, Arizona (equipment enclosures) and Mexico City,
Mexico (equipment enclosures). The Company's products are sold direct to customers and through the use of distributors throughout the United States and in international markets.

2. Summary of Significant Accounting Policies

The significant accounting policies followed by the Company are described below:

Principles of Consolidation

The financial statements include the consolidated accounts of the Company and its subsidiaries. All significant intercompany transactions have been eliminated in
consolidation. The Company accounted for its 49% interest in ROHN BrasilSat, a corporate joint venture in Brazil, under the equity method until its disposition in September 1999.

Revenue Recognition

The Company's products are manufactured according to stringent customer specifications and engineering design, and are available for immediate delivery according
to the schedule requested by the customer. Revenue is generally recognized when product is shipped. From time to time, the Company's customers request the Company retain possession of products they
have ordered due
to construction delays caused by weather, zoning approvals, and other circumstances. In these situations the Company recognizes revenue for its Tower Structures segment and Equipment Enclosures
segment prior to the time a product is shipped if each of the following conditions are met:

The
results of operations for the years ended December 31, 2001, 2000 and 1999 include Tower Structure bill and hold revenues of $7.9 million, $11.4 million and
$2.4 million, respectively, relating to product which had not yet shipped, but for which the required revenue recognition criteria had been met.

32

---

In the same periods, Equipment Enclosure bill and hold revenues were $16.9 million, $7.4 million and $4.9 million, respectively.

Because
the erection and installation of towers and equipment enclosures are generally of such short duration and do not span multiple reporting periods, the Construction Services
segment has historically recognized revenue using the completed contract method of accounting. Under this method of accounting, costs for projects are capitalized into inventory until a project is
complete, at which time the revenue and corresponding costs on a project are then recognized. With the Company's entry into the tall tower market, the Company has now adopted the percentage of
completion method of accounting for its Construction Services segment for installation and construction projects that span multiple reporting periods. During 2000 and 2001, the percentage of
completion method was utilized on the Central Missouri State University 2000 foot tall tower project. For the Commonwealth of Pennsylvania project the Company uses a percentage of completion method
for revenue recognition. Each site for the project has a number of milestones including engineering, materials, and construction. Revenue, and the associated costs, is recognized upon the completion
of each milestone for each site.

Cash Equivalents

The Company considers all highly liquid short-term investments purchased with a maturity of three months or less and all treasury bills to be cash
equivalents. Cash equivalents are carried at cost that approximates market value.

The
Credit agreement (discussed in Note 9) provides for a sweep of all funds (cash receipts less cash disbursements) in our accounts with the net amount applied to or provided by
the revolving credit facility. As of December 31, 2001 the amount of cash overdrafts that have been reclassified to accounts payable totals $1,390,000. There were no such transactions at
December 31, 2000.

Derivative Instruments and Hedging Activity

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133 (SFAS 133),
"Accounting for Derivative Instruments and Hedging Activities." SFAS 133 requires that an entity record all derivatives in the consolidated balance sheet at their fair value. It also requires
changes in fair value to be recorded each period in current earnings or other comprehensive income depending upon the purpose for using the derivative and/or its qualification, designation, and
effectiveness as a hedging transaction. In June 2000, the FASB amended portions of SFAS 133 by issuing Statement of Financial Accounting Standards No. 138. The Company adopted
these new standards effective in 1999 and 2001, respectively, although the adoption did not have a material effect on the Company's financial statements as the Company did not historically enter into
these types of transactions in the normal course of business.

Derivative Instruments and Hedging ActivitiesBusiness PerspectiveThe Company's "Risk Management Policy"
(policy) allows for the use of derivative financial instruments to manage foreign currency exchange rate and interest rate exposure. Historically, however, the Company has not
experienced material fluctuations in results or cash flows due to foreign currency exchange rates or interest rates and has not entered into derivative instruments or other hedging activities to
manage these risks. Risk management practices including the use of financial derivative instruments, must be presented to the Audit Committee of the Board of Directors before any action can be taken.

Interest Rate RiskOn March 8, 2001, the Company entered into a new credit facility which requires quarterly interest
payments at a floating rate of interest. The credit agreement requires the Company to enter into one or more Rate Management Transactions which will provide for a fixed rate of interest on a notional
amount of at least $30 million for the first two years of the credit facility and at least $15 million for

33

---

the third year of the credit facility. On April 18, 2001, the Company entered into a floating-to-fixed interest rate swap on a notional amount of $30 million.
The swap was designated as a cash flow hedge at the inception of the contract to support hedge accounting treatment. The swap agreement is 100% effective and, thus, no amount has been recognized in
current earnings for the quarter for ineffectiveness and no amount of the loss on the swap was excluded from the assessment of hedge effectiveness. As of December 31, 2001, $0.8 million
of deferred losses (net of tax benefit) included in equity ("Accumulated Other Comprehensive Expense") is expected to be reclassified to current earnings ("Interest Expense") over the next twelve
months. No hedges were discontinued during the year ended December 31, 2001.

Accounting PolicyThe swap is recognized on the balance sheet at fair value. On the date the contract was entered, the
Company designated the derivative as a hedge of the variability of cash flow to be paid. Changes in the fair value of the swap are recorded in other comprehensive income until earnings are affected by
the variability of cash flow and then reported in current earnings.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Inventory costs
include material, labor and factory overhead. Obsolete or unsalable inventories are reflected at their estimated net realizable values.

Total
inventories in 2001 and 2000 included the following classifications (in thousands):

2001

2000Finished goods

$
19,689

$
18,609Work-in-progress


5,874


16,561Raw materials


6,016


9,085Total Inventories

$
31,579

$
44,255


Plant and Equipment

Land, buildings and equipment are carried at cost. Expenditures for maintenance and repairs are charged directly against income and major renewals/betterments are
capitalized. When properties are retired or otherwise disposed of, the original cost and accumulated depreciation are removed from the respective accounts and the profit or loss resulting from the
disposal is reflected in income.

The
Company provides for depreciation of plant and equipment over the estimated useful lives of the assets (buildings20 to 40 years; machinery and
equipment3 to 15 years). Depreciation is generally provided on the straight-line method for financial reporting purposes and on accelerated methods for tax purposes.

Capitalized Software

The Company is in the process of developing engineering software to be used in the design and analysis of tower and pole structures. The amount of unamortized
capitalized software included in Other Assets at December 31, 2001 and 2000 was $1,584 and $339, respectively. Upon the completion of the software, the costs will be amortized over the
estimated life of the software. No amortization was recorded in 2001 or 2000 since the software continues to be developed and has not been placed in service.

34

---

Income Taxes

Under Statement of Financial Accounting Standards No. 109,"Accounting for Income Taxes"(SFAS 109),
the Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns.

Net Income Per Share

Basic earnings per share were computed by dividing net income by the weighted-average number of shares outstanding during the year. Diluted earnings per share
were calculated by including the effect of all dilutive securities. For the years ended December 31, 2001, 2000, and 1999, the number of potentially dilutive securities, including stock options
and non-vested restricted stock, was 462,000, 545,000, and 346,000, respectively. The Company had additional outstanding stock options of 1,975,000 as of December 31, 2001, which
were not included in the computation of diluted earnings per share because the options' exercise price was greater than the average market price of its common stock.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

New Accounting Standards

In October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144 (FAS 144), "Accounting
for the Impairment or Disposal of Long-Lived Assets." This statement establishes a single accounting model for the impairment or disposal of long-lived assets. As required by
FAS 144, the Company has adopted this new accounting standard as of January 1, 2002. The adoption of FAS 144 did not have a material impact on the financial statements.

In
July 2000, the Emerging Issues Task Force ("EITF") released Issue No. 00-10 ("EITF 00-10"),"Accounting for Shipping and
Handling Revenues and Costs."The EITF, effective in the fourth quarter of 2000, reached final consensus that amounts billed, if any, for shipping and handling should be
included in revenue. In addition, costs incurred for shipping and handling should be recorded in cost of sales or otherwise disclosed, but not netted against amounts billed. In connection with the
implementation of EITF 00-10, the Company reclassified $14.3 million and $8.6 million for 2000 and 1999, respectively, of amounts from cost of products sold to revenue.

In
December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" (SAB 101). The Company adopted SAB 101, which became effective January 1, 2000, during the fourth quarter of 2000. The adoption of SAB 101 did not have a
material effect upon the results of operations or financial position of the Company.

35

---

3. Income Taxes

Total income tax expense/(benefit) for the years ended December 31, 2001, 2000, and 1999, was allocated as follows (in thousands):

|                                                                                                                                 |  | 2001 |        | 2000 |   | 1999 
|-------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | -----
|(Loss)/income from continuing operations                                                                                         |  | $    | (167   | )    | $ | 9,489
|Tax benefit from early extinguishment of debt                                                                                    |  |      | (841   | )    |   |     
|Tax benefit related to loss on derivative instrument                                                                             |  |      | (375   | )    |   |     
|Tax benefit related to additional minimum pension liability                                                                      |  |      | (236   | )    |   |     
|Stockholders' equity, for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes |  |      | (223   | )    |   | (56  
|                                                                                                                                 |  |      |        |      |   |      
|                                                                                                                                 |  | $    | (1,842 | )    | $ | 9,433
|                                                                                                                                 |  |      |        |      |   |      

Income
tax expense/(benefit) attributable to income from continuing operations consists of current provisions of $1.9 million, $9.8 million, and $4.8 million and
deferred provisions of $(2.1) million, $(0.3) million, and $(0.3) million for the years ended December 31, 2001, 2000, and 1999, respectively.

Income
tax expense/(benefit) attributable to income from continuing operations was $(0.2) million, $9.5 million, and $4.5 million, for the years ended December 31,
2001, 2000, and 1999, respectively, and differed from the U.S. Federal statutory income tax rate as follows (in thousands):

|                                                                                                    |  | 2001 |      | 2000 |    | 1999 |  
|--------------------------------------------------------------------------------------------------- |  | ---- | ---- | ---- | -- | ---- | -
|
|Computed statutory (benefit)/provision                                                              |  | $    | (148 | )    | 34 |      | $
|State taxes, net of federal effect                                                                  |  |      | (19  | )    | 4  |      |  
|Effect of reserve reversal related to expiration of statute of limitations of Company's 1996 return |  |      |     |      |   |      |  
|Other, net                                                                                          |  |      |     |      |   |      |  
|                                                                                                    |  |      |      |      |    |      |  
|Total (benefit)/provision                                                                           |  | $    | (167 | )    | 38 |      | $
|                                                                                                    |  |      |      |      |    |      |  

The
tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2001 and 2000 are as
follows (in thousands):

2001

2000Postretirement benefits other than pensions

$
1,484

$
937Depreciation


(1,357
)

(1,231
)Prepaid foreign taxes


959


1,049Accrued insurance reserves


479


702Reserve for doubtful accounts


1,143


413Accrued severance costs


779


Casa Grande impairment charge


1,545


Incremental obsolete and excess inventory reserve costs


1,115


Other, net


723


2,380Net deferred tax assets

$
6,870

$
4,250


36

---

4. Fixed Assets

Fixed assets at December 31, 2001 and 2000 consist of the following (in thousands):

2001

2000Land

$
3,876

$
3,529Buildings


33,851


26,538Machinery and equipment


35,922


30,754Construction in Process


836


4,79874,485


65,619Less accumulated depreciation


(31,367
)

(28,272
)$
43,118

$
37,347


5. Accrued Liabilities and Other

Accrued and other liabilities at December 31, 2001 and 2000 consist of the following (in thousands):

2001

2000Payroll and benefit related

$
4,255

$
4,844Severance Expenses


2,023


Insurance related


443


1,451Income taxes





2,473Other accrued taxes


932


1,401Other


4,598


3,635$
12,251

$
13,804


6. Pension, Profit Sharing and Post Retirement Benefits

General

The Company has defined benefit, defined contribution and 401K retirement plans covering substantially all of its employees. Included in these plans are certain
union sponsored plans to which the Company makes annual contributions equal to the amounts accrued. Total pension expense for union sponsored plans for 2001, 2000, and 1999, was $872,000, $930,000,
and $785,000, respectively.

The
Company has one trustee-administered profit sharing plan covering all eligible employees in its Equipment Enclosures segment, located in Bessemer, Alabama. Discretionary
contributions of $206,000, $223,000, and $227,000, were charged to expense under this plan in 2001, 2000, and 1999, respectively.

The
Company has a 401(k) Tax Deferred Savings Plan for the benefit of non-union employees. In 2000 and 1999, after one year of continuous service, the Company matched 25% of
employee contributions up to 12% of an employee's compensation and subject to the limits allowed by the Internal Revenue Service. In 2001 this plan was amended such that, after 90 days of
continuous service, the Company matches 50% of employee contributions up to 6% of an employee's compensation and subject to the limits allowed by the Internal Revenue Service. The matching
contribution made by the Company was $173,000, $175,000, and $188,000 in 2001, 2000, and 1999, respectively.

Defined Benefit Pension Plan

The Company's non-union employees of its Tower Structures segment in Peoria, Illinois and Frankfort, Indiana and the employees of its Construction
Services segment are covered by a

37

---

noncontributory defined benefit pension plan with a September 30 fiscal year end. Plan benefits are generally based on years of service and employee compensation during the last years of
employment. Benefits are paid from funds previously provided to trustees for those plans. Actuarial assumptions and provisions are reviewed regularly by the Company and its independent actuary to
ensure that plan assets will be adequate to provide pension benefits. Plan assets consist primarily of investments in equities, fixed income securities and money market funds.

Change
in Benefit Obligation (in thousands)

2001

2000Benefit obligation at beginning of fiscal year

$
8,818

$
8,491Service cost


265


280Interest cost


683


658Assumption change


627


Actuarial (gain) /loss


474


(143
)Benefits paid


(498
)

(468
)Benefit obligation at end of fiscal year

$
10,369

$
8,818


Change
in Plan Assets (in thousands)

2001

2000Fair value of plan assets at beginning of fiscal year

$
10,809

$
9,818Actual return on plan assets


(1,313
)

1,029Employer contribution


193


430Benefits paid


(498
)

(468
)Fair value of plan assets at end of fiscal year

$
9,191

$
10,809


Reconciliation
of Funded Status (in thousands)

2001

2000Benefit obligation at end of fiscal year

$
(10,369
)
$
(8,818
)Fair value of plan assets at end of fiscal year


9,191


10,809Funded status at end of fiscal year

$
(1,178
)
$
1,991Unrecognized net actuarial loss /(gain)


1,757


(1,646
)Unrecognized net transition obligation


6


12Unrecognized prior service cost


30


37Prepaid benefit cost

$
615

$
394


Components
of Net Amount Recognized in Balance Sheet

Prepaid benefit cost

$
615

$
394Accrued benefit liabilities


(648
)

Intangible asset


36


Accumulated other comprehensive loss


612


Net asset recognized

$
615

$
394


38

---

Components
of Net Periodic Benefit cost (in thousands)

2001

2000

1999Service cost

$
265

$
280

$
320Interest cost


683


658


650Expected return on plan assets


(957
)

(868
)

(835
)Amortization of gain


(33
)

(22
)

Amortization of transition obligation


6


6


6Amortization of prior service cost


7


7


7Net periodic benefit cost

$
(29
)
$
61

$
148


The
expected long-term rate of return on plan assets used in determining net periodic benefit costs was 9.0% for the years ended 2001, 2000, and 1999. The weighted average
discount rate and rate of increase in future compensation levels used in determining the actuarial present value of accumulated benefit obligations as of December 31 were 7.25% and 3%
respectively, in 2001, and 7.75% and 3%, respectively, in 2000 and 1999.

Retiree Benefits

The Company provides certain post retirement healthcare benefits to both the union and non-union employees located in Peoria, Illinois. Employees who
retire from the Company after reaching the age of 65 (62 for union members) are eligible to participate in the post retirement healthcare plan.

Change
in Benefit Obligation (in thousands)

2001

2000Benefit obligation at beginning of fiscal year

$
5,413

$
4,452Service cost


176


152Interest cost


395


369Amendments





109Curtailment gain


(517
)

Actuarial loss


1,113


601Benefits paid


(302
)

(270
)Benefit obligation at end of fiscal year

$
6,278

$
5,413


Change
in Plan Assets (in thousands)

2001

2000Fair value of plan assets at beginning of year



Actual return on plan assets



Adjustments



Employer contribution

302

270Plan participant's contributions



Benefits paid

(302
)
(270
)Fair value of plan assets at end of year






39

---

Reconciliation
of Funded Status (in thousands)

2001

2000Benefit obligation at end of year

$
(6,278
)
$
(5,413
)Fair value of plan assets at end of year





Funded status at year end

$
(6,278
)
$
(5,413
)Unrecognized net actuarial loss


1,548


979Unrecognized net transition obligation


814


1,454Unrecognized prior service cost


62


109Accrued benefit cost

$
(3,854
)
$
(2,871
)


Components
of Net Periodic Benefit cost (in thousands)

2001

2000

1999Service cost

$
176

$
152

$
178Interest cost


395


369


306Expected return on plan asset








Recognized net actuarial loss


27


28


12Amortization of transition obligation


121


121


121Curtailment loss


559





Amortization of prior service cost


7





Net periodic benefit cost

$
1,285

$
670

$
617




Assumed
health care cost trend rates can have a significant effect on the amounts reported for the health care plans. A one-percentage point change in assumed health care
cost trend rates would have the following effects (in thousands):

1-Percentage Point Increase

1-Percentage Point DecreaseEffect on total of service and interest cost

$
62

$
(58
)Effect on postretirement benefit obligation

$
520

$
(492
)


Assumptions
as of December 31

|                       |  | 2001                                                      |  | 2000                                                      |  | 1999                                                     
|---------------------- |  | --------------------------------------------------------- |  | --------------------------------------------------------- |  | ---------------------------------------------------------
|Discount rate          |  | 7.00%                                                     |  | 7.50%                                                     |  | 7.50%                                                    
|Health care trend rate |  | 9.0% in 2002 trending down to 5.5% in 2009 and thereafter |  | 8.5% in 2001 trending down to 5.5% in 2007 and thereafter |  | 9.0% in 2000 trending down to 5.5% in 2007 and thereafter

40

---

7. Litigation

The Company is involved in various pending legal proceedings and claims arising in the normal course of its business. Although the outcome of such proceedings and
claims cannot be determined with certainty, the Company believes, after consultation with counsel, that such proceedings and claims, individually or in the aggregate, are not material to its business,
financial condition, or results of operations.

8. Leases

The Company leases certain of its facilities and equipment under operating leases or capital leases, as defined by SFAS No. 13. The Company's property
under capital leases, which is included in plant and equipment, consists of $0.0 million, $2.2 million, and $2.4 million at December 31, 2001, 2000 and 1999, respectively.
The Capital Leases were associated with Industrial Development Bonds for the Frankfort, Indiana and Bessemer, Alabama facilities. In 2001, as part of the credit facility agreement, the Company retired
the Industrial Development Bonds. At December 31, 2001 the Company had no capital leases.

Future
minimum payments for operating leases at December 31, 2001 are $552,000 in 2002, $379,000 in 2003, $307,000 in 2004, $151,000 in 2005 and $63,000 thereafter. Rental expense
under operating leases was approximately $814,000 in 2001, $760,000 in 2000, and $476,000 in 1999.

9. Long-Term Borrowings

Early Extinguishment of Debt

On March 8, 2001, the Company retired mortgage notes and capital leases in the aggregate of $8,725,000 from the State of Alabama, City of Bessemer, Alabama
and the State of Indiana that had interest rates between 7.5% and 9.0%. An extraordinary charge of $2,185,000 less an income tax benefit of $841,000 was incurred as a result of the early
extinguishment of the debt.

Credit Facility

On March 8, 2001, the Company entered into a new credit facility. The credit facility initially provided for a revolving facility of up to
$20 million. Upon the completion of the Company's self-tender offer on April 17, 2001, the credit facility provided for aggregate borrowings of $75 million and
consisted of (1) a revolving credit facility of $45 million and (2) a term loan of $30 million. The full availability of the revolving credit facility and the availability
and advance of funds under the term loan of the credit facility, which the Company used to purchase shares in the self-tender offer, were conditioned upon the concurrent completion of the
offer, and, after giving effect to the Company's purchase of shares in the offer and from the Trust, the Company having cash and borrowing availability under its revolving credit facility totaling at
least $15 million. Commitments to lend under the term loan were to terminate on May 8, 2001, if the initial borrowing under that loan had not then occurred. The maximum amount the
Company was allowed to borrow under the credit facility for the purchase of shares in the self-tender offer and in the related purchase from the Trust was $55 million. Bank fees
associated with the Credit Facility totaled $1.6 million. The fees were included in Other Assets and are being amortized over the duration of the Credit agreement. The unamortized balance
included in Other Assets at December 31, 2001 was $1.4 million.

41

---

9. Long-Term Borrowings (Continued)

Availability.Availability under the credit facility is subject to various conditions typical of syndicated loans and a
borrowing base formula, which provides for advance rates of 85% of eligible accounts receivable and 50% of eligible inventory. These advance rates are subject to change by the administrative agent in
its reasonable discretion under certain circumstances. Borrowings under the revolving credit facility are available on a fully revolving basis and may be used for general corporate purposes.
Borrowings under the term loan may be used for general corporate purposes.

Interest.Borrowings under the credit facility bear interest payable quarterly, at a rate per annum equal, at the Company's
option, to either (1) the higher of (a) the current prime rate as offered by LaSalle Bank, N.A. or (b) 1/2 of 1% per annum above the federal funds rate plus, in
either case, an applicable margin or (2) a LIBOR rate plus an applicable margin. The applicable margin was initially 2.25% for Eurodollar rate (LIBOR) loans and 1.00% for base rate (Prime)
loans and after the six month anniversary of the Company's entry into the credit agreement, was to vary from 1.75% to 2.25% for LIBOR rate loans and from 0.50% to 1.00% for base rate loans, and was
based on the Company's ratio of total debt to earnings before interest, taxes, depreciation and amortization, or EBITDA. The Company entered into an amendment to the facility in January 2002
that changed the applicable interest rates. See the Amendment to the Credit Facility section for the revised interest rates.

Maturity and Amortization.Loans under the term loan and the revolving credit facility were to mature on March 8,
2006. Scheduled repayments of the term loan in quarterly installments of $1,500,000 began on June 30, 2001 and continued through March 8, 2006, with the remaining unpaid balance due on
that date. The Company entered into an amendment to the facility in January 2002 that changed the maturity and amortization. See the Amendment to the Credit Facility section for the revised
maturity and amortization.

Commitment Reductions and Repayments.Subject to some exceptions, the Company is required to make mandatory prepayments in
connection with receipt of proceeds of various insurance awards, asset sales, or equity sale proceeds and debt issuance proceeds. In addition, the Company is required to make, annually, mandatory
repayments in an amount equal to 50% of annual excess cash flow, as defined in the credit facility. Mandatory prepayments under the term loan will be
applied to amortization payments in the inverse order of maturity. The Company may prepay the loans at any time without premium or penalty (except for prepayments of Eurodollar loans, as to which
breakage costs may be payable).

Security and Guarantees.The obligations under the credit agreement are secured by a first priority security interest in
substantially all of the Company's assets and are guaranteed by each of its direct and indirect domestic subsidiaries.

Covenants.The credit facility contains customary restrictive covenants, which, among other things and with exceptions, limit
the Company's ability to incur additional indebtedness and liens, enter into transactions with affiliates, make acquisitions, pay dividends, redeem or repurchase capital stock, consolidate, merge or
effect asset sales, make capital expenditures, make investments, loans or prepayments or change the nature of the Company's business. The Company is also required to satisfy certain financial ratios
and comply with financial tests, including a maximum ratio of total debt to EBITDA, a minimum fixed charge coverage ratio, a maximum ratio of the book value of non-guarantor subsidiaries
to the consolidated book value of the Company, a minimum EBITDA test and a minimum net worth test.

42

---

Amendment to the Credit Facility

At the end of the third quarter the Company was not in compliance with certain financial covenants in its credit agreement. Two forbearance agreements were signed
with the bank group during the fourth quarter. On January 10, 2002 all parties approved an amendment to the Credit agreement. The modifications to the Credit facility are described below.

The
amendment to the credit facility provides for a revolving facility of up to $35 million until September 29, 2002 reducing effective September 30, 2002 to
$32 million until October 30, 2002, and effective October 31, 2002 reducing to $30 million for the duration of the agreement.

Availability.Availability under the credit facility remains unchanged from the original agreement and is subject to various
conditions typical of syndicated loans and a borrowing base formula, which provides for advance rates of 85% of eligible accounts receivable and 50% of eligible inventory remains unchanged from the
original agreement.

Interest.Borrowings under the credit facility bear interest payable quarterly, at a rate per annum equal, at the Company's
option, to either (1) the higher of (a) the current prime rate as offered by LaSalle Bank, N.A. or (b) 1/2 of 1% per annum above the federal funds rate plus, in
either case, an
applicable margin or (2) a LIBOR rate plus an applicable margin. The applicable margin will initially be 3.50% for Eurodollar rate loans and 1.25% for base rate loans and after the
August 15, 2002, will vary from 2.75% to 3.50% for LIBOR rate loans and from 0.50% to 1.25% for base rate loans, and will be based on the Company's ratio of total debt to earnings before
interest, taxes, depreciation and amortization, or EBITDA.

Maturity and Amortization.Loans under the term loan and the revolving credit facility mature on June 30, 2003.
Scheduled repayments of the term loan in monthly installments of $500,000 beginning on January 31, 2002 through December 31, 2002, and $750,000 beginning January 31, 2003 through
May 31, 2003 with the remaining unpaid balance of the term loan ($12,250,000) due on June 30, 2003.

Commitment Reductions and Repayments.Subject to some exceptions, the Company is required to make mandatory prepayments in
connection with receipt of proceeds of various insurance awards, asset sales, or equity sale proceeds and debt issuance proceeds. In addition, all cash on deposit in the Company's bank accounts is now
"swept" by the banks on a daily basis and the net is applied to reduce the outstanding amounts under the revolving portion of the credit facility.

Covenants.The credit facility contains customary restrictive covenants, which, among other things and with exceptions, limit
the Company's ability to incur additional indebtedness and liens, enter into transactions with affiliates, make acquisitions, pay dividends, redeem or repurchase capital stock, consolidate, merge or
effect asset sales, make capital expenditures, make investments, loans or prepayments or change the nature of the Company's business. The Company is also required to satisfy certain financial ratios
and comply with financial tests, including a maximum ratio of total debt to EBITDA, a minimum fixed charge coverage ratio, a maximum ratio of the book value of non-guarantor subsidiaries
to the consolidated book value of the Company, a minimum EBITDA test and a minimum net worth test.

Although
EBITDA was positive for the first two months of 2002, it is likely that the Company will not attain the amount of EBITDA required under the amended credit agreement commencing
in April 2002 and will breach other financial covenants thereafter. The Company is currently in discussions with its bank lenders to modify certain EBITDA related covenants.

43

---

Total
borrowings of the Company at December 31, 2001 and 2000, consisted of the following (in thousands):

2001

2000Revolver Loan (prime based)6.75%(1) due June, 2003

$
19,320


Revolver Loan (LIBOR)6.92%(1) due June, 2003


9,000


Term Loan6.93%(1) due June, 2003


22,000


Mortgage note7.5% due 2011




$
4,899Mortgage note7.5% due 2011





2,100Capital lease obligations





2,148Total notes, credit agreement, and capital leases

$
50,320

$
9,147Classified in the balance sheet as follows:Long term debts and other obligations

$
50,320

$
9,147Less: Current portion of long-term liabilities


(6,000
)

(792
)Long-term debt and other liabilities

$
44,320

$
8,355


---

Aggregate
annual payments required on secured debt are $6,000,000 in 2002, $3,750,000 in 2003, and the balance of the debt under the credit facility ($12,250,000 for the term loan) to be
paid on June 30, 2003. As part of the credit agreement the Company also has a revolving line of credit. The maximum commitment amount for the revolving line of credit, subject to borrowing base
limits, is $35.0 million through September 29, 2002, and dropping to $32.0 million for the period September 30, 2002 through October 30, 2002, and
$30.0 million for the period from October 31, 2002 and continuing thereafter until final payment in June, 2003. The Credit agreement also provides for the fees of 0.5% on the unused
portion of the revolver loan commitment. This is unchanged in the amendment to the Credit agreement.

The
Company expects to be able to renegotiate extended terms for the credit facility or arrange for new financing arrangements prior to the due date of the loans.

The
obligations under the credit agreement are collateralized by a first priority security interest in substantially all of the Company's assets and are guaranteed by each of its direct
and indirect subsidiaries.

10. Stock-Based Compensation Plans

The Company had two stock option plans at December 31, 2001, the Key Executives' Stock Option Plan ("Executive Plan") and the 1999 Stock Option Plan ("1999
Plan").

The
Executive Plan was approved by the shareholders of the Company on July 12, 1990. This plan provides for granting of non-qualified and incentive stock options, and
reserves for the issuance of up to 2,500,000 authorized but unissued shares of common stock. Options granted under this plan are exercisable at a price equal to the fair market value at the date of
grant, expire in ten years from the date of grant, and vest at a rate of 33.33% per year. At December 31, 2001, there were no options available for grant under this plan, as the time period for
option grants under this plan expired on March 6, 2000. At December 31, 2001, 796,800 options were outstanding under this plan.

44

---

The
1999 Plan was approved by shareholders of the Company on May 18, 1999. This plan provides for the granting of non-qualified and incentive stock options, and
reserves for the issuance 2,500,000 authorized but unissued shares of common stock. Options granted under this plan are exercisable at a price established by the Compensation Committee of the Board of
Directors (to date, all options under this plan have been granted at fair market value at date of grant), expire ten years from the date of grant, and vest at a rate of 33.33% per year. At
December 31, 2001, 778,467 common shares were available for granting under this plan. At December 31, 2001, 1,640,300 options were outstanding under this plan.

The
Company accounts for all stock option plans under APB Opinion No. 25, under which no compensation cost has been recognized. Had compensation cost for stock options awarded
under the plans been determined consistent with FASB Statement No. 123, the Company's net income and earnings per share would have been reduced to the following pro forma amounts:

Twelve Months Ended December 31(In thousands, except per share data)2001

2000

1999Net income/(loss):As reported

$
(1,612
)
$
22,480

$
7,240Pro forma

$
(2,315
)

21,534


6,589Basic EPS:As reported

$
(0.04
)
$
0.43

$
0.14Pro forma

$
(0.05
)
$
0.41

$
0.13Diluted EPS:As reported

$
(0.04
)
$
0.42

$
0.14Pro forma

$
(0.05
)
$
0.40

$
0.12


45

---

A
summary of the status of the Company's option plans for the years December 31, 1999 through December 31, 2001 and changes during the years then ended is presented in the
tables below:

Twelve Months Ended December 31, 2001Weighted Average Exercise Price

Shares (000)Outstanding at beginning of period

$
3.796

2,675Granted


3.444

610Exercised


2.134

(173
)Forfeited


3.999

(675
)Expired




Outstanding at end of period

$
3.769

2,437Exercisable at end of year

$
4.224

1,335Weighted average fair value of options granted

$
2.20


Twelve Months Ended December 31, 2000Weighted Average Exercise Price

Shares (000)Outstanding at beginning of period

$
3.164

2,226Granted


3.808

1,085Exercised


1.281

(54
)Forfeited


1.636

(582
)Expired




Outstanding at end of period

$
3.796

2,675Exercisable at end of year

$
4.666

812Weighted average fair value of options granted

$
2.51


Twelve Months Ended December 31, 1999Weighted Average Exercise Price

Shares (000)Outstanding at beginning of period

$
5.976

1,020Granted


1.674

1,481Exercised




Forfeited


5.567

(275
)Expired




Outstanding at end of period

$
3.164

2,226Exercisable at end of year

$
6.199

281Weighted average fair value of options granted

$
1.10


46

---

Weighted Average Assumptions Used in Determining Option Grants

2001

2000

1999Dividend yield

0.00%

0.00%

0.00%Expected volatility

59.31%

57.70%

44.81%Risk-free interest rates

5.02%

6.38%

6.01%Expected lives

7.0 years

7.0 years

10.0 years


Stock Options Outstanding and Exercisable

| |   |              | Options Outstanding |           |  |      | 
| | - | ------------ | ------------------- | --------- |  | ---- | 
|
|
|
| | $ | 1.281-$2.031 |                     | 706,800   |  | 7.75 | 
| | $ | 3.094-$4.250 |                     | 1,007,000 |  | 8.78 | 
| | $ | 5.000-$7.750 |                     | 723,300   |  | 6.29 | 
| |   |              |                     |           |  |      | 
| |   |              |                     | 2,437,100 |  | 7.74 | 
| |   |              |                     |           |  |      | 

11. Restricted Stock Plan

The Restricted Stock Plan was approved by the shareholders of the Company on July 30, 1992. The Plan provides for the granting of restricted stock to
certain key employees and reserves for issuance of 1,000,000 shares of common stock under the plan.

The
Company had 85,000, 140,000, and 220,840 shares of restricted stock outstanding at December 31, 2001, 2000, and 1999, respectively. These shares have the same dividend and
voting rights as other common stock. Restricted stock is considered to be currently issued and outstanding. The cost of the restricted stock, determined as the fair market value of the shares at the
date of grant, is expensed ratably over a three to five-year vesting period. Such expense amounted to $271,000 in 2001; $512,000 in 2000; and $487,000 in 1999.

Restricted
stock grants of 40,000 shares, 30,000 shares, and 0 shares were made in 2001, 2000, and 1999, respectively. The weighted average fair value for the restricted stock grants
were $3.4375 per share in 2001 and $3.125 per share in 2000.

12. Director's Stock Ownership Plan

The Company has a stock ownership plan for non-employee directors, the Amended and Restated ROHN Industries, Inc., 1994 Nonemployee Director
Stock Ownership Plan (the "Director Plan"), which was initially approved by the stockholders of the Company in 1994. A total of 200,000 shares of the Company's common stock was initially reserved for
issuance under the Director Plan. The Director Plan initially allowed each non-employee director to elect to receive all or a part of such
director's annual retainer fee, which would otherwise be paid in cash, in shares of restricted stock held in custody by the Company.

47

---



12. Director's Stock Ownership Plan (Continued)

The Director Plan was first amended by the Board of Directors on May 18, 1999, to require that director's receive their entire annual retainer fee in the
form of "Stock Units", which represent the right to receive shares of common stock upon the earlier of the fifth anniversary of the date on which the Stock Units are granted, the termination of the
participant's service as a director, or a change in control. The Director Plan was amended to its current form by the Board of Directors on May 11, 2000, reserving up to 500,000 shares of the
Company's common stock for issuance under the Director's Plan, and allowing each non-employee director to elect to receive all or part of such director's annual retainer fee and/or meeting
fees in the form of stock units under the Director Plan.

The
cost of the stock issued to the directors for the annual retainer is amortized over the appropriate twelve-month period. The cost of the stock issued to the directors for all
meetings is expensed in the period that it is issued. The value of the stock is calculated, as the average of the closing prices of the stock for the five preceding days prior to the award of the
stock. The number of shares awarded under this plan are 52,442 shares, 68,089 shares, and 90,229 shares in 2001, 2000, and 1999, respectively.

13. Stockholders' Equity

On September 24, 1990, the Company announced that its Board of Directors had authorized the acquisition, through both negotiated transactions involving
large blocks and open-market purchases, of up to 1.5 million shares of its common stock to be held as treasury shares and be available to meet requirements of its Key Executives'
Stock Option Plan. As of December 31, 2000 and 1999, 1,149,288 and 1,133,565 shares have been purchased, respectively. Excluding the "Dutch-Auction", no additional shares of stock were
purchased by the Company in 2001.

On
April 16, 2001 the Company announced the final results of its "Dutch Auction" self-tender offer to purchase up to 10.3% of its common stock and, in accordance with
the terms of the self-tender offer, the Company accepted for purchase 5,430,729 shares of Common Stock at a price of $4.125 per share net to the seller in cash. Payment for the shares
accepted in the self-tender offer was made on April 17, 2001. In connection with the Company's previously announced stock purchase agreement with the UNR Asbestos Disease Claims
Trust (the "Trust"), the Company purchased 6,791,493 shares of common stock from the Trust at $4.125 on April 23, 2001. The Company funded
the purchase of the shares from the self-tender offer and from the Trust using borrowings under its new credit facility and cash on hand.

14. Investment in Corporate Joint Venture

In December 1997, the Company formed a corporate joint venture with BrasilSat Harald, S.A., Brazil's largest tower manufacturer and installer, to serve the
growing telecommunications infrastructure industry in Brazil and the rest of South America. In September 1999, after re-evaluating its investment, the Company sold its 49% in ROHN
BrasilSat to its joint venture partner, BrasilSat Harald, S.A.

ROHN
accounted for the corporate joint venture under the equity method until its disposition in September 1999. The Company recorded a loss of approximately $355,000 in 1999
arising out of the corporate joint venture, of which $120,000 represented the Company's share of the operating losses of the joint venture and $235,000 of the loss was related to the sale of the
Company's interest in the joint venture.

15. Business Segment Information

The Company operates in three business segments: Tower Structures, Equipment Enclosures and Construction Services. The segments are managed as strategic business
units due to their distinct processes and potential end-user application. The Tower Structures segment includes manufacturing

48

---

plants in Peoria, Illinois and Frankfort, Indiana, as well as a worldwide sales, marketing and distribution effort. The Equipment Enclosures segment includes a manufacturing plant in Bessemer,
Alabama and Casa Grande, Arizona and has a sales, marketing and distribution effort separate from the Tower Structures segment's sales and marketing resources. The Construction Services segment is
located in Peoria, Illinois and Mexico City, Mexico, and shares sales and marketing effort with both the Tower Structures segment and the Equipment Enclosures segment.

Accounting
policies for measuring segment assets and earnings before interest and taxes are substantially consistent with those described in Note 2. The Company evaluates segment
performance based on earnings before interest and taxes. Inter-segment transactions are recorded at prices negotiated between segments.

|2001 (in thousands)                       |  | Tower Structures Segment |         | Equipment Enclosures Segment |   | Construction Services Segment |  | Inter Segment Sales(2) |        | Total
|----------------------------------------- |  | ------------------------ | ------- | ---------------------------- | - | ----------------------------- |  | ---------------------- | ------ | -----
|Net sales                                 |  | $                        | 91,439  |                              | $ | 104,935                       |  | $                      | 60,454 |      
|Earnings (loss) before interest and taxes |  |                          | (5,967  | )                            |   | 4,900                         |  |                        | 3,869  |      
|Depreciation and amortization             |  |                          | 3,575   |                              |   | 1,236                         |  |                        | 72     |      
|Capital expenditures(1)                   |  |                          | 10,318  |                              |   | 5,009                         |  |                        | 244    |      
|Segment assets                            |  | $                        | 107,245 |                              | $ | 15,397                        |  | $                      | 10,976 |      

|2000 (in thousands)                       |  | Tower Structures Segment |         | Equipment Enclosures Segment |   | Construction Services Segment |  | Inter Segment Sales(2) |        | Total
|----------------------------------------- |  | ------------------------ | ------- | ---------------------------- | - | ----------------------------- |  | ---------------------- | ------ | -----
|Net sales                                 |  | $                        | 130,595 |                              | $ | 90,862                        |  | $                      | 56,626 |      
|Earnings (loss) before interest and taxes |  |                          | 19,177  |                              |   | 13,077                        |  | $                      | (723   | )    
|Depreciation and amortization             |  |                          | 3,609   |                              |   | 874                           |  |                        | 23     |      
|Capital expenditures(1)                   |  |                          | 5,952   |                              |   | 8,388                         |  |                        | 93     |      
|Segment assets                            |  | $                        | 120,804 |                              | $ | 35,375                        |  | $                      | 9,189  |      

|1999 (in thousands)                |  | Tower Structures Segment |        | Equipment Enclosures Segment |   | Construction Services Segment |  | Inter Segment Sales(2) |        | Total
|---------------------------------- |  | ------------------------ | ------ | ---------------------------- | - | ----------------------------- |  | ---------------------- | ------ | -----
|Net sales                          |  | $                        | 96,765 |                              | $ | 45,240                        |  | $                      | 16,529 |      
|Earnings before interest and taxes |  |                          | 6,427  |                              |   | 6,868                         |  |                        | 283    |      
|Depreciation and amortization      |  |                          | 3,444  |                              |   | 634                           |  |                        | 56     |      
|Capital expenditures(1)            |  |                          | 3,364  |                              |   | 503                           |  |                        | 41     |      
|Segment assets                     |  | $                        | 88,051 |                              | $ | 16,852                        |  | $                      | 19,194 |      

---

In
2001, the Tower Structures segment had one customer that accounted for 12% of total segment revenue, or 5% of consolidated net revenues. The Equipment Enclosures segment had three
customers that accounted for 51% of total segment revenues, or 23% of consolidated net revenues. The Construction Services segment had two customers that accounted for 59% of total segment revenues,
or 15% of consolidated net revenues. In 2000, the Tower Structures segment had one customer that accounted for 24% of total segment revenue, or 12% of consolidated net revenues. The Equipment

49

---

Enclosures segment had three customers that accounted for 36% of total segment revenue, or 13% of consolidated net revenues. The Construction Services segment had two customers that accounted for 37%
of total segment revenue, or 5% of consolidated net revenues. In 1999, the Tower Structures segment had one customer that accounted for approximately 16% of total segment revenues and 11% of
consolidated net revenues. The Equipment Enclosures segment had two customers that accounted for 24% of total segment revenues, or 7% of consolidated net revenues. The Construction Services segment
had three customers that accounted for 45% of total segment revenues, or 3% of consolidated net revenues.

Revenues
and long-lived assets are related to U.S. operations, except for Mexico, which had revenues of approximately $11.4 million, $22.3 million, and
$3.9 million for the years ended December 31, 2001, 2000, and 1999, respectively, and long-lived assets of $275 thousand, $118 thousand, and $60 thousand
as of December 31, 2001, 2000, and 1999, respectively.

16. Export Sales

Export sales for the years ended December 31, 2001, 2000, and 1999, were $28.2 million, $37.6 million, and $22.1 million,
respectively.

17. Commitments and Contingencies

The Company has a contractual commitment to purchase a total of $1.2 million of zinc at a fixed price from two companies for use in the galvanizing
manufacturing process during calendar year 2002. This represents approximately 75% of the anticipated requirements for zinc during 2002.

From
time to time, the Company is subject to various claims and legal actions arising during the ordinary course of business. Management believes that these claims and legal actions will
be resolved without having a material effect on the Company's financial position or results of operations. Management also believes that the Company's cost and any potential judgments resulting from
such claims and legal actions would be covered by the Company's insurance program, except for deductible limits and self-insured retention. The Company intends to defend such claims and
legal actions in cooperation with its insurers.

The
Company is subject to laws and regulations pertaining to air emissions, wastewater discharge, the handling and disposal of solid and hazardous wastes, the remediation of site
contamination, and otherwise relating to health safety and the protection of the environment. The Company has made expenditures to comply with environmental laws and regulations, including
investigation and remediation of soil and groundwater contamination, and expects to continue to make such expenditures to comply with existing and future requirements. While such expenditures have not
had, and are not expected to have, a material adverse effect on the Company's financial condition or results of operations, there can be no assurance that more stringent regulations or enforcement in
the future will not have such effects.

In
some cases, the Company has notified state or federal authorities of a possible need to remedy currently or formerly operated sites. The Company has also been notified by various
state and federal governmental authorities that it may be a "potentially responsible party" or otherwise have responsibility with respect to clean-up obligations at certain hazardous and
other waste disposal sites that were not owned or operated by the Company. In several such cases, the Company has entered into settlements with the relevant authorities or other parties for immaterial
amounts. In other cases, the Company is participating in negotiations for settlement with the relevant authorities or other parties involving currently or formerly operated sites, or has notified
authorities that it denies liability for clean-up

50

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obligations. The costs or liabilities the Company may incur with respect to these sites are difficult to predict until the level of contamination is determined. The Company, after consultation with
legal counsel and environmental experts and based on currently available information, believes that the ultimate outcome with respect to all of these sites will not have a material adverse effect on
the Company's financial condition or on its results of operations.

18. Quarterly Results of Operations

|Unaudited (In thousands, except per share data)                                   |      | First |        | Second |   | Third  |      | Fourth |        | Year(1) |  
|--------------------------------------------------------------------------------- | ---- | ----- | ------ | ------ | - | ------ | ---- | ------ | ------ | ------- | -
|2001                                                                              |      |       |        |        |   |        |      |        |        |         |  
|Net sales                                                                         |      | $     | 70,328 |        | $ | 73,468 |      | $      | 53,407 |         | $
|Gross profit                                                                      |      |       | 14,104 |        |   | 16,348 |      |        | 9,023  |         |  
|Operating income/(loss)                                                           |      |       | 7,207  |        |   | 9,002  |      |        | 2,918  |         |  
|Income/(loss) before income taxes and extraordinary charge                        |      |       | 7,187  |        |   | 8,134  |      |        | 1,797  |         |  
|Extraordinary charge for early extinguishment of debt, net of tax benefit of $841 |      | $     | 1,344  |        |   |       |      |        |       |         |  
|Net income/(loss)                                                                 |      | $     | 3,076  |        | $ | 5,002  |      | $      | 1,142  |         | $
|Net income/(loss) per sharebasic: Income/(loss) before extraordinary item        |      | $     | 0.08   |        | $ | 0.12   |      | $      | 0.03   |         | $
|Extraordinary charge for early extinguishment of debt, net of tax benefit         |      | $     | (0.02  | )      |   |       |      |        |       |         |  
|Net income per sharebasic                                                        |      | $     | 0.06   |        | $ | 0.12   |      | $      | 0.03   |         | $
|Net income/(loss) per sharebasic: Income/(loss) before extraordinary item        |      | $     | 0.08   |        | $ | 0.12   |      | $      | 0.03   |         | $
|Extraordinary charge for early extinguishment of debt, net of tax benefit         |      | $     | (0.02  | )      |   |       |      |        |       |         |  
|Net income per sharebasic                                                        |      | $     | 0.06   |        | $ | 0.12   |      | $      | 0.03   |         | $
|Market price of common stock:                                                     |      |       |        |        |   |        |      |        |        |         |  
|                                                                                  | High |       | $      | 4.44   |   | $      | 6.38 |        | $      | 6.25    |  
|                                                                                  | Low  |       | $      | 3.19   |   | $      | 3.66 |        | $      | 1.67    |  

---

|Unaudited (In thousands, except per share data) |      | First |        | Second |   | Third  |      | Fourth |        | Year(1)
|----------------------------------------------- | ---- | ----- | ------ | ------ | - | ------ | ---- | ------ | ------ | -------
|2000                                            |      |       |        |        |   |        |      |        |        |        
|Net sales                                       |      | $     | 48,231 |        | $ | 63,146 |      | $      | 67,606 |        
|Gross profit                                    |      |       | 10,648 |        |   | 14,130 |      |        | 15,383 |        
|Operating income                                |      |       | 4,615  |        |   | 7,798  |      |        | 9,222  |        
|Income before income taxes                      |      |       | 4,766  |        |   | 7,925  |      |        | 9,305  |        
|Net income                                      |      | $     | 2,967  |        | $ | 5,007  |      | $      | 8,364  |        
|Net income per sharebasic                      |      | $     | 0.06   |        | $ | 0.09   |      | $      | 0.16   |        
|Net income per sharediluted                    |      | $     | 0.06   |        | $ | 0.09   |      | $      | 0.16   |        
|Market price of common stock:                   |      |       |        |        |   |        |      |        |        |        
|                                                | High |       | $      | 6.22   |   | $      | 4.81 |        | $      | 5.13   
|                                                | Low  |       | $      | 2.69   |   | $      | 2.50 |        | $      | 3.88   

51

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In
connection with the implementation of the Emerging Issues Task Force Issue No. 00-10, the Company reclassified $2.8 million, $3.2 million,
$3.7 million and $4.6 million for the 1st, 2nd, 3rd and 4th quarters, respectively, of 2000 from cost of product sold to revenue.

19. Asset Impairments and Restructuring and Other Charges

In 2000 the Company was experiencing significant growth in demand for its Enclosure products. A significant portion of the growth was coming from the fiber optic
segment of the telecommunications industry. The fiber optic segment was experiencing increasing demands for capacity led by Internet based companies. In response to the existing purchase commitments
and expected continued increasing demands, the Company purchased and expanded enclosure-manufacturing facilities in Casa Grande, Arizona. In mid 2001 the demand from "Dot Com" and Internet related
companies suddenly and severely declined and the requirements for increased fiber optic capacity were curtailed. As a result the telecommunications companies stopped expanding fiber optics capacity,
resulting in a decreased demand for enclosures and cancelled orders.

In
late 2001 the Company decided to close the Casa Grande facility. The property at Casa Grande consists of three parcels of land. The first parcel is 15 acres and contains the
manufacturing facilities and offices that existed when the property was purchased. The second parcel is 15 acres and contains the manufacturing facilities and offices constructed by the Company. The
third parcel is 15 acres and is vacant.

As
of December 31, 2001 the first parcel is considered "held for sale". The remaining parcels are considered "held for use". All three parcels are listed for sale with a
commercial real estate firm. The Company anticipates disposal of the first parcel of property during 2002. The Company is reviewing alternatives for the other parcels.

An
appraisal of all of the Casa Grande property was conducted by an independent third party. The entire Casa Grande facility is valued as of December 31, 2001 at
$5.7 million after recording an impairment charge of $4.0 million and providing for equipment that will be transferred to other operating units of the Company. The impairment charge is
recorded as a general and administrative expense in the Equipment Enclosure business segment.

In
the second half of 2001, the Company also experienced a decline in demand for towers as cellular telecommunication providers slowed the expansion into new service areas. As a result
of the decline in tower demand along with the decreased demands for enclosures, the Company chose to reduce costs by eliminating positions and consolidating certain functions. In the fourth quarter
the Company recorded restructuring charges in cost of goods sold and SG&A totaling $3.4 million. Of this amount, $1.4 million was paid out in 2001 with the remaining $2.0 million
to be paid out during 2002. The reductions in force impacted 60 people including three officers of the Company. In addition to the restructuring charges the Company incurred a curtailment of the Post
Retirement Benefits Accrual resulting in a non-cash charge of $0.6 million. This was recorded as a general and administrative expense in the Tower Structures business segment.

At
the end of the third quarter the Company was not in compliance certain financial covenants in its Credit agreement. Two forbearance agreements were signed with the bank group during
the fourth quarter. On January 10, 2002, all parties approved an amendment to the Credit agreement. During the fourth quarter the Company incurred bank fees, consulting and legal fees, and
other related charges of $1.1 million related to the forbearance agreement and the restructuring of the Credit agreement. This expense is recorded as general and administrative expense in the
Tower business segment.

52

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20.  Liquidity and Subsequent Events:

The Company has suffered recurring losses from operations due to their ability to market and sell its products, maintain the prices of its products, minimize
costs and realize operational efficiencies that raise substantial doubt about its ability to continue as a going concern. For the year ended December 31, 2001, the Company incurred a loss from
operations of approximately $1,612. Management expects operating losses to continue for the foreseeable future. Failure to generate sufficient revenues or raise additional capital could have a
material adverse effect on the Company's ability to continue as a going concern and to achieve its intended business objective.

On
October 16, 2002, the Company announced that in response to continued reductions in customer capital spending it would close its manufacturing facility in Bessemer, Alabama and
exit the equipment enclosure business. The Alabama plant closing will reduce the Company's workforce by approximately 100 positions. The Company anticipates that the plant closure will be
completed
by December 31, 2002. The manufacturing facility in Bessemer has been offered for sale. The costs related to the closure of the facility and exiting the equipment enclosure business will result
in an estimated pre-tax charge of $10 million to $12 million and estimated one-time earnings per share charges of $0.24 to $0.29 per basic and diluted share in the fourth quarter.
On an after tax basis, these estimated charges will be $6.0 to $7.5 million and $0.15 to $0.18 per basic and diluted share.

The
Company maintains a defined benefit pension plan for its non-bargaining unit employees at its Peoria and Frankfort facilities. On November 1, 2002, the Company received a
report from the plan actuaries for the pension plan for the year ended September 30, 2002. The report stated that due to the continued poor performance of the equity markets and reductions in
the discount rate used in determining the actuarial present value of accumulated benefit obligations, the Company will be required to record an additional liability of approximately
$2.2 million at December 31, 2002. This will result in a non cash charge to accumulated other comprehensive loss (a component of stockholders equity) of approximately $1.4 million
after-tax, or approximately $0.03 per basic and diluted share. Additionally, the Company will be required to make pension plan installment contributions totaling $0.5 million to the pension
plan for the year ending September 30, 2003. Approximately $350,000 of this amount will be contributed in four equal installments in 2003 with the balance due in June, 2004. As the
Company had previously announced, it had engaged Peter J. Solomon Limited to assist the Company in exploring strategic alternatives for the Company, including a possible sale, merger, other
business combination, or restructuring involving the Company. The strategic alternatives being considered by the Company may result in the termination of the pension plan for its non-bargaining unit
Employees. The Company's pension plan actuaries have determined that if the plan is terminated, the Company would be required to make an additional cash contribution to the plan totaling approximately
$4.5 million at the time of the termination of the plan based upon the fair market value of the plan assets and interest rates in effect on September 30, 2002.

If
the Company is not able to reach agreement with its bank lenders on or before January 31, 2003, regarding a further amendment to its credit agreement and a related waiver of
its default under the credit agreement, or the forebearance period is not further extended, the lenders will, following that date, be able to exercise any and all remedies they have under the credit
agreement, including terminating their commitments under the revolving portion of the credit facility, accelerating all amounts due under the credit agreement, and foreclosing upon their collateral.

Based
on the events and circumstances described above, management has retained Peter J. Solomon Company Limited to assist the Company in exploring strategic alternatives for the
Company, including a possible sale, merger, other business combination or restructuring involving the Company. The Company intends to consummate a sale of substantially all the assets of the Company
and its subsidiaries by December 31, 2002 in one or more transactions, although there can be no assurance that the Company will be able to do so. The Company expects that the proceeds of any
such transaction will be used to repay the Company's creditors and that it is unlikely that any such transaction will result in a dividend or other distribution to the Company's shareholders.

53

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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

PART III

Item 10.    Director and Executive Officers of the Registrant.

See Part I for Item 10 information regarding Executive Officers of the Registrant. The information with respect to the remaining portion of
Item 10 is set forth in the Company's definitive proxy statement for its annual meeting of shareholders to be held on May 9, 2002 (the "Proxy Statement"), under the captions
"Section 16(a) Beneficial Ownership Reporting Compliance" and "Election of Directors", and such information is incorporated herein by reference.

Item 11.    Executive Compensation.

The information with respect to Item 11 is set forth in the Company's Proxy Statement, under the caption "Executive Compensation" (other than that set
forth under the sub-captions "Report of the Audit Committee," "Stock Performance Graph" and "Compensation Committee Report on Executive Compensation"), and such information is incorporated
herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

The information with respect to Item 12 is set forth in the Company's Proxy Statement, under the caption "Stock Ownership", and such information is
incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions.

The information with respect to Item 13 is set forth in the Company's Proxy Statement, in the Table and accompanying footnotes located under the caption
"Employment Contracts and Other Agreements", and such information is incorporated herein by reference.

PART IV

Item 14.    Exhibits, Financial Statement Schedule and Reports on Form 8-K.





The
following list sets forth the exhibits to this Form 10-K as required by Item 601 of Regulation S-K. Certain exhibits are filed herewith,
while the balance are incorporated by this reference to documents previously filed with the Securities and Exchange Commission.

54

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| | Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                              
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.1    |  | Plan of Reorganization (incorporated herein by reference to Exhibit A to ROHN's Form 10-Q for the quarter ended March 31, 1989).                                                                                                                                                                                                                                                                         
| | 3.1    |  | Amended and Restated Certificate of Incorporation of ROHN dated July 21, 2000 (incorporated herein by reference to Exhibit 3.1 to ROHN's Form 10-Q for the fiscal quarter ended June 30, 2000).                                                                                                                                                                                                          
| | 3.2    |  | Amended and Restated By-laws of ROHN (adopted March 10, 2000) (incorporated herein by reference to Exhibit 3.2 to ROHN's Form 10-K for the fiscal year ended December 31, 1999).                                                                                                                                                                                                                         
| | 4.1    |  | Credit agreement dated as of March 8, 2001, by and among ROHN Industries, Inc.; certain of its subsidiaries; LaSalle Bank, N.A., as administrative agent and joint lead arranger; National City Bank, as syndication agent and joint lead
arranger; and the lenders listed therein (incorporated herein by reference to Exhibit (b)(1) to ROHN's Amendment No. 2 to Schedule TO filed on March 13, 2001).
| | 4.2    |  | Security Agreement dated as of March 8, 2001, among ROHN Industries, Inc.; certain of its subsidiaries; and LaSalle Bank, N.A., as administrative agent (incorporated herein by reference to Exhibit (b)(2) to ROHN's Amendment No. 2
to Schedule TO filed on March 13, 2001).                                                                                                                           
| | 4.3    |  | Pledge Agreement dated as of March 8, 2001, by ROHN Industries, Inc.; certain of its subsidiaries; and LaSalle Bank, N.A. as administrative agent (incorporated herein by reference to Exhibit (b)(3) to ROHN's Amendment No. 2 to
Schedule TO filed on March 13, 2001).                                                                                                                                 
| | 4.4    |  | First Amendment to Credit agreement, dated as of March 28, 2001 (incorporated herein by reference to Exhibit (b)(4) to ROHN's Amendment No. 6 to Schedule TO filed March 28, 2001).                                                                                                                                                                                                                      
| | 4.5    |  | Second Amendment and Forbearance to Credit Agreement, dated as of October 24, 2001 (incorporated herein by reference to Exhibit 99.1 to ROHN's Form 8-K filed on November 2, 2001).                                                                                                                                                                                                                      
| | 4.6    |  | Third Amendment and Forbearance to Credit Agreement, dated as of November 19, 2001 (incorporated herein by reference to Exhibit 99.1 to ROHN's Form 8-K filed on November 20, 2001).                                                                                                                                                                                                                     
| | 4.7    |  | Fourth Amendment and Waiver to Credit Agreement, dated as of January 8, 2002 (incorporated herein by reference to Exhibit 99.3 to ROHN's Form 8-K filed on January 11, 2002).                                                                                                                                                                                                                            
| | 4.8    |  | Side Letter, dated January 10, 2002 (incorporated herein by reference to Exhibit 99.4 to ROHN's Form 8-K filed on January 11, 2002).                                                                                                                                                                                                                                                                     
| | 10.1*  |  | UNR Industries, Inc. 1992 Restricted Stock Plan (incorporated herein by reference to Exhibit 10 to ROHN's Form 10-K for the fiscal year ended December 31, 1992).                                                                                                                                                                                                                                        
| | 10.2*  |  | Employment Agreement between the Company and David G. Brinker, effective April 10, 2000 (incorporated herein by reference to Exhibit 10.2 to ROHN's Form 10-K for the fiscal year ended December 31, 2000).                                                                                                                                                                                              
| | 10.3*  |  | UNR Industries, Inc. 1994 Executive Stock Purchase Plan (incorporated herein by reference to Exhibit B to ROHN's Proxy Statement, dated October 11, 1994).                                                                                                                                                                                                                                               
| |        |  |                                                                                                                                                                                                                                                                                                                                                                                                          

55

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| | 10.4*  |  | Change of Control Agreement between the Company and James R. Cote, dated November 30, 1996 (incorporated herein by reference to Exhibit 10.1(a) to ROHN's Form 10-K for the fiscal year ended December 31, 1998).                                                                        
| | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.5*  |  | Employment Agreement between the Company and James R. Cote, effective April 7, 2000 (incorporated by reference herein to ROHN's Form 10-Q for the fiscal quarter ended March 31, 2000).                                                                                                  
| | 10.6   |  | Stock Purchase Agreement dated as of March 6, 2001, between ROHN Industries, Inc. and the UNR Asbestos-Disease Claims Trust (incorporated herein by reference to Exhibit (d)(1) to ROHN's Amendment No. 2 to Schedule TO filed on
March 13, 2001).                                       
| | 10.7*  |  | Employment Agreement between the Company and Brian B. Pemberton, effective November 11, 1999 (incorporated herein by reference to Exhibit 10.7 to ROHN's Form 10-K for fiscal year ended December 31, 1999).                                                                             
| | 10.8*  |  | Amended and Restated ROHN Industries, Inc. 1994 Non-employee Director Stock Ownership Plan, as amended March 27, 2000 (incorporated herein by reference to Annex A to ROHN's Proxy Statement dated April 10, 2000.)                                                                      
| | 10.9*  |  | ROHN Industries, Inc. 1999 Stock Option Plan, as amended November 11, 1999 (incorporated herein by reference to Exhibit 10.9 to ROHN's Form 10-K for fiscal year ended December 31, 1999).                                                                                               
| | 10.10* |  | UNR Industries, Inc. Supplemental Executive Retirement Plan effective as of January 1, 1993 (incorporated herein by reference to Exhibit 10 to ROHN's Form 10-K for the fiscal year ended December 31, 1993).                                                                            
| | 10.11* |  | Form of Indemnification Agreement, between ROHN Industries, Inc. and each of its directors and officers (incorporated herein by reference to Exhibit 10.11 to ROHN's 10-K for fiscal year ended December 31, 2000).                                                                      
| | 10.12* |  | UNR Industries, Inc. Key Executives' Stock Option Plan, as amended May 6, 1993 (incorporated herein by reference to Exhibit 10.12 to ROHN's Form 10-K for fiscal year ended December 31, 1999).                                                                                          
| | 10.13  |  | Statewide Radio System Site Development Agreement between The Governor's Office of Administration, Commonwealth of Pennsylvania and the Company, dated November 23, 1999 (incorporated herein by reference to Exhibit 10.13 to ROHN's
Form 10-K for fiscal year ended December 31, 1999).
| | 10.14* |  | Employment Agreement between the Company and James F. Hurley, effective June 8, 2000 (incorporated by reference herein to ROHN's Form 10-Q for the fiscal quarter ended June 30, 2000).                                                                                                  
| | 10.15* |  | Amended and Restated ROHN Industries, Inc. 1994 nonemployee Director Stock Ownership Plan (incorporated herein by reference to Exhibit A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission on April 10, 2000).               
| | 10.16* |  | Employment Agreement between the Company and Horace Ward, effective December 12, 2000 (incorporated herein by reference to Exhibit 10.16 to ROHN's Form 10-K for fiscal year ended December 31, 2000).                                                                                   
| |        |  |                                                                                                                                                                                                                                                                                          

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| | 10.17 |  | Contract Amendment No. 7, effective March 20, 2001, to the Statewide Radio System Site Development Agreement between the Governor's Office of Administration, Commonwealth of Pennsylvania and the Company (incorporated herein by reference to
Exhibit 10.17 to ROHN's Form 10-K/A for fiscal year ended December 31, 2000).    
| | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.18 |  | Contract Amendment No. 1, effective February 25, 2000, to the Statewide Radio System Site Development Agreement between the Governor's Office of Administration, Commonwealth of Pennsylvania and the Company (incorporated herein by reference
to Exhibit 10.18 to ROHN's Form 10-K/A for fiscal year ended December 31, 2000). 
| | 10.19 |  | Contract Amendment No. 2, effective February 25, 2000, to the Statewide Radio System Site Development Agreement between the Governor's Office of Administration, Commonwealth of Pennsylvania and the Company (incorporated herein by reference
to Exhibit 10.19 to ROHN's Form 10-K/A for fiscal year ended December 31, 2000). 
| | 10.20 |  | Contract Amendment No. 3, effective April 8, 2000, to the Statewide Radio System Site Development Agreement between the Governor's Office of Administration, Commonwealth of Pennsylvania and the Company (incorporated herein by reference to
Exhibit 10.20 to ROHN's Form 10-K/A for fiscal year ended December 31, 2000).     
| | 10.21 |  | Contract Amendment No. 4, effective May 10, 2000, to the Statewide Radio System Site Development Agreement between the Governor's Office of Administration, Commonwealth of Pennsylvania and the Company (incorporated herein by reference to
Exhibit 10.21 to ROHN's Form 10-K/A for fiscal year ended December 31, 2000).      
| | 10.22 |  | Contract Amendment No. 5, effective July 24, 2000, to the Statewide Radio System Site Development Agreement between the Governor's Office of Administration, Commonwealth of Pennsylvania and the Company (incorporated herein by reference to
Exhibit 10.22 to ROHN's Form 10-K/A for fiscal year ended December 31, 2000).     
| | 10.23 |  | Contract Amendment No. 6, effective September 22, 2000, to the Statewide Radio System Site Development Agreement between the Governor's Office of Administration, Commonwealth of Pennsylvania and the Company (incorporated herein by reference
to Exhibit 10.23 to ROHN's Form 10-K/A for fiscal year ended December 31, 2000).
| | 11.1  |  | Computation can be determined from this report.                                                                                                                                                                                                                                                                                  
| | 21.1  |  | List of Subsidiaries.                                                                                                                                                                                                                                                                                                            
| | 23.1  |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                           
| | 23.2  |  | Consent of Arthur Andersen LLP                                                                                                                                                                                                                                                                                                   
| | 99.1  |  | Cautionary statement regarding risks and uncertainties relating to our forward-looking statements.                                                                                                                                                                                                                               
| | 99.2  |  | Certification of Chief Executive Officer.                                                                                                                                                                                                                                                                                        
| | 99.3  |  | Certification of Chief Financial Officer.                                                                                                                                                                                                                                                                                        

Exhibits
marked with an "*" indicate the exhibit is a management contract or compensatory plan or arrangement.





57

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58

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

|December 10, 2002 | /s/HORACE WARDHorace Ward Chief Executive Officer, President, Secretary &
Director           
|----------------- | ---------------------------------------------------------------------------------------------
|December 10, 2002 | /s/STEPHEN E. GORMANStephen E. Gorman Director                                               
|December 10, 2002 | /s/JORDAN RODERICKJordan Roderick Director                                                   
|December 10, 2002 | /s/ALAN SCHWARTZAlan Schwartz Director                                                       
|December 10, 2002 | /s/ALAN R. DIXAlan R. Dix Vice President, Chief Financial Officer, and Secretary             
|December 10, 2002 | /s/JEFF JABLONSKIJeff Jablonski Treasurer, Director of Taxation, Principal Accounting
Officer

59

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CERTIFICATIONS

I, Horace Ward, certify that:

1.    I
have reviewed this amended annual report on Form 10-K/A of ROHN Industries, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

Date:    December
10, 2002

| |  |                                                   |  | 
| |  | ------------------------------------------------- |  | 
| |  | /s/HORACE WARDHorace Ward
Chief Executive Officer |  | 

I, Alan R. Dix, certify that:

1.    I
have reviewed this amended annual report on Form 10-K/A of ROHN Industries, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

Date:    December
10, 2002

| |  |                                                   |  | 
| |  | ------------------------------------------------- |  | 
| |  | /s/ALAN R. DIXAlan R. Dix
Chief Financial Officer |  | 

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULE

To
the Stockholders and Board of Directors of ROHN Industries, Inc.:

We
have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements of ROHN Industries, Inc. and subsidiaries as
of December 31, 1999, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended, included in this Form 10-K, and have
issued our report thereon dated February 16, 2000. Our audit was made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The supplemental
Allowance for Doubtful Accounts Schedule Included in Part IV, Item 14(d) is the responsibility of the Company's management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated
financial statements as of December 31, 1999, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended, and, in our opinion, fairly states
in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

Arthur
Andersen LLP
Chicago, Illinois
February 16, 2000

61

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Schedule II

Allowance for Doubtful Accounts (In Thousands)

Changes in the allowance for doubtful accounts for the three years ended December 31 are as follows:

|                             |  | 2001 |       | 2000 |   | 1999  |  
|---------------------------- |  | ---- | ----- | ---- | - | ----- | -
|Balancebeginning of year    |  | $    | 1,710 |      | $ | 1,246 |  
|Add (deduct)                 |  |      |       |      |   |       |  
|Provision charged to income |  |      | 2,142 |      |   | 823   |  
|Bad debts written-off       |  |      | (681  | )    |   | (784  | )
|Recoveries and other        |  |      | 1     |      |   | 425   |  
|                             |  |      |       |      |   |       |  
|Balanceend of year          |  | $    | 3,172 |      | $ | 1,710 |  
|                             |  |      |       |      |   |       |  

Reserve for Obsolete and Excess Inventory (In Thousands)

Changes in the reserve for obsolete and excess inventory account for the three years ended December 31 are as follows:

|                             |  | 2001 |       | 2000 |  
|---------------------------- |  | ---- | ----- | ---- | -
|Balancebeginning of year    |  | $    | 1,596 |      | $
|Add (deduct)                 |  |      |       |      |  
|Provision charged to income |  |      | 2,746 |      |  
|Inventory disposals         |  |      | (256  | )    |  
|                             |  |      |       |      |  
|Balanceend of year          |  | $    | 4,086 |      | $
|                             |  |      |       |      |  

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